You're An Avenger Now
by TheCosmicBanana
Summary: HEL has escaped. In the wake of Tony's Snap, the world's most dangerous hackers are once again on the loose. Peter, desperate to live up to his new title of Avenger, is willing to put his life on the line more than once to save the people he loves – and the ones he likes. Sequel to Nothing Without This Suit.
1. Many Happy Returns

**1**

"THE FREEZER"

SECURE SHIELD HOLDING FACILITY

Location: [Redacted]

ONE WEEK AFTER TONY'S SNAP

Helicopter blades thumped in the air, slicing through the eerie silence of night. Miles of black, barren land whizzed beneath the aircraft as it flew for its destination.

Inside, the helicopter was dark and relatively quiet, the noise of the blades muffled by its thick bulletproof shell.

Nick Fury sat in the back, studying a holographic image on a tablet in his lap. Maria Hill sat across from him. She, too, held a tablet, quickly skimming through details about the Freezer.

She spoke first. "Freezer's been having a multitude of problems since the Snap – system failures, computer errors, complete power grid shutdowns –" She shook her head, pursing her lips.

"One disaster follows another." With a weary sigh, Fury set his tablet down and ran a hand over his eyes. "Five years is a hell of a long time to have been away, Miz Hill."

She looked up and flashed him a wry smile. "Welcome back to Earth, Director."

With SHIELD running point on a large percentage of the problems popping up all over the globe in the wake of Banner's restorative Snap, there hadn't been much good news along the way. Even working alongside multiple national governments, SHIELD's workload ahead was massive. Families had been separated. Tourists were misplaced. The sheer number of missing persons reports was overwhelming.

At the top of SHIELD's priority list right now, however, was something else altogether – a check on the Freezer, a housing facility for some of the most dangerous cons in SHIELD custody.

The pilot spoke quietly into his headset. "Freezer, this is Eagle 1. We are approaching, you may show yourself."

Almost immediately, lights snapped on below them. The earth below them was thrown into sharp, artificial light, exposing a wide white building that had been invisible a moment ago. More slowly, a landing pad opened up below them, previously hidden by mirrored panels. Little white lights blinked along its perimeter.

"Approaching landing zone," the pilot called back to Hill and Fury.

Nick straightened in his seat and re-tightened his seatbelt, and Hill did the same, setting her tablet down on the seat next to her.

"You are clear, Eagle 1."

"Descending."

The helicopter glinted in the white light as it swerved downwards, settling lightly onto the landing pad.

Nick Fury stepped out of the helicopter, the blades whipping up the tails of his coat. He and Hill strode for the Freezer itself – a low, heavy building, solidly built, starkly alit with stadium LEDs. A solid white brick from the inside out.

An agent stood waiting for them just outside the building.

"Give me good news," Fury shouted as a greeting as they approached the agent.

The man standing in front of him looked grim. "Sorry, Director."

Fury hadn't been expecting much else. "Alright then, how bad is it?"

"Empty House, sir," the agent replied.

Hill's expression didn't change, but Fury heaved out a sigh, his breath leaving a trailing cloud in the cold air. "Damn," he muttered under his breath.

HEL had escaped.

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* * *

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"So, Tony Stark is dead."

King tapped a finger on the tabletop in front of him, and the sound echoed around the room.

"Any other –" He waved one hand in the air, "– world-changing kind of events I should know about?"

Silence stretched in the empty room, and King's eyes flicked up to meet the eyes of the person sitting opposite him – Sean Marcus, one of the top three dogs of Fury's Circuit.

"You missed a lot of things, King," Marcus said. "Not all of them were quite so glamorous."

King had been the only member of HEL to fade in Thanos's Snap five years ago. In the sudden return of half the population, he had found himself once again in SHIELD custody in the Freezer, exactly where he had been five years prior.

As of last night, at least. HEL had broken him out of the Freezer, using a combination of social engineering and hacking into the building's electronic locking system.

King had been taken to some kind of sub-level structure, obviously underground, with metal struts and frames holding up the ceiling above them. Water dripped somewhere in the distance. He hadn't seen where he had been taken, and he hadn't asked.

Until now. They had been talking for over twenty minutes, and it was starting to get ridiculous.

"What are we doing here, Marcus?" King said. "I'm sure hoping this isn't where you've set up base."

Marcus leaned away from the table and crossed his arms. "Consider this an evaluation," he said.

King raised an eyebrow. "I'm being vetted." It was a half-question, half-statement. "Like our SHIELD days?"

"You've been gone a while, King," Marcus said. "We just wanted to make sure you're still on our side."

King made a scoffing sound, partly amused, partly irritated. "I turned to dust, Marcus. What'd you figure I was doing?"

Marcus' face sobered up. "The world's changed while you were gone, King," he said. "The world's changed a _lot_."

King narrowed his eyes.

Marcus stood up. "In any case, though, I think you've passed," he said.

King stood too. "So now what?"

Marcus grinned. "Now," he said, "we brief you."

_We? _King's gaze shifted as another person stepped into the room.

King recognized him instantly; of course he should.

Yuri Novikov, the third and final head of Fury's Circuit.

"Novikov," King said, partially a greeting, partially an exclamation of surprise. The first thing he did was glance at Marcus. "You brought Novikov in on this?"

"_Novikov_ brought _us_ in on this," Marcus said. "We wouldn't be here without him."

Novikov raised an eyebrow, highly aware he was being spoken about in the third person. "Is there problem?" he asked, his voice thick with a Russian accent.

King made a scoffing sound as he turned to him. "Problem?" he said. "Yeah, actually. You went AWOL in the Stark mission. You waited for us to score the prize while you were off doing. . . what, exactly?"

Novikov didn't look away, didn't break the gaze. "Searching for next job," he said.

King smirked without a trace of humor on his face. "What, the Stark mission wasn't dynamic enough for you?"

Novikov only gave a catlike smile in response. At twenty-four, he was almost textbook-pretty – thick eyebrows, bright blue eyes, curved lips, a slender frame – the poster child of Russian beauty.

King, on the other hand, was taller, broader, more solid in muscle. And definitely older. Even now, with Novikov having aged five years, King stood over him by a few inches.

Novikov had always been younger than King; he had been a kind of child prodigy in the hacking field. SHIELD had recruited him at fourteen after he had been imprisoned for hacking into a government website.

He had been assigned to Fury's Circuit at nineteen. King had been thirty.

Whether it was their age difference or varying skill level that made them constantly bicker was unclear, but the two had never gotten on well.

King shook off his irritation. "So what's the mission this time?"

"All-new op," Marcus said. "Which means a new boss, new rules. You in?"

King was starting to get irritated. "Maybe if I knew what the hell I'm walking into."

"It's a Data Zero op, King. Either you go in knowing nothing or you don't go in at all. So _are you in_?" Marcus said again, more intensely.

_A Data Zero op._ They hadn't done one of those since the old days of SHIELD. And they used to resent them – blindly swearing themselves to a mission that they didn't know enough about. King looked between Marcus and Novikov for a long moment.

A lot _had_ changed in five years.

"Yeah," he said finally. "I'm in."

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* * *

_._

_._

_A/N: IT'S FINALLY HERE FOLKS_

_I'm so glad you're here! I hope you enjoy this new installment just as much as I am! Is there anything you'd want to see happen in this story? I love reading your speculations and theories. :D  
_

_Chapter 2 will be posted this Monday. See you then!_


	2. A SHIELD Pep Talk

**2**

TWO MONTHS LATER

"What are you going to wear?"

"I don't know. It's just like a suit and tie kind of thing."

"Okay, but is that a suit-and-tie kind of thing, or is it a _suit-and-tie_ kind of thing?"

Peter couldn't pick out any discernible difference between the two except for the dramatic pause Ned had given before the second option. He paused on the edge of a rooftop and sat down, pressing his back up against the building's brick. "What's the difference?"

"Well –" Ned paused. "Is it, like, a funeral, or is it a party?"

"I don't know. Both, I guess." Peter cleared his throat. "Anyway. Come on, guys. We're on patrol here." Mentally shaking himself, he hopped up, balancing on his heels on the edge of the rooftop.

People streamed along the street below him. The streets were busy as usual, and Peter was carefully scanning everybody's face he could see.

He caught sight of one guy's face in the crowd, and something buzzed in the back of his mind. Not spider-sense, exactly – he just knew he'd seen the face before. Tilting his head to one side, Peter suddenly placed him.

"Karen, run face match?" he said. "I think that's Daniel West."

He heard Ned's chair squeak over his earpiece as he leaned forward, presumably to get closer to his laptop screen. "Hang on, who?"

"Daniel West. We've met a few times." Peter leaned forward, the lenses on his mask narrowing. "His thing is robbery." He kept his voice low, even though he was a pretty good distance away. "Sometimes aggravated, sometimes with a deadly weapon, if he gets caught."

"There is currently a warrant out for his arrest," Karen piped up.

Ned gave a half-frustrated sigh. "Karen, that's what _I'm_ supposed to be doing," he said over Peter's communication. Thanks to the three-way communication they had rigged up to Ned's laptop, Ned could hear both of them. He was currently at his house, his laptop open in front of him – the Guy in the Chair in full glory.

"My apologies," Karen said, sounding amused.

Ned's voice dropped back to his usual amiable tone. "That's okay."

Peter frowned. "Guys. Focus?"

His mask's heads-up display suddenly highlighted an L-shaped object tucked into the back of West's waistband, and Karen's voice grew serious again. "Peter, he's armed."

Peter narrowed his eyes. "And he just ducked into a store."

Ned quickly checked the map of the street on Google. "That corner bodega?"

"Yeah, that's his usual MO."

Karen did a quick scan of the store's occupants. "We have four civilians in there, Peter."

"Okay, I'm going in," Peter whispered.

"Be careful," Ned said.

Peter dropped down to the pavement, hopped up, and walked into the bodega, a few paces behind West.

An electronic chime sounded throughout the store as Peter pushed the door open.

The cashier behind the counter glanced up from his newspaper and met eyes with Peter through the mask. Peter raised a finger to his lips and started silently pantomiming what he was doing, gesturing to West and then himself, but the cashier looked back down at his newspaper in disinterest before Peter had even finished.

Peter lowered his arms and mentally shrugged. _New Yorkers_.

West took the center aisle, striding with purpose to the back of the store where the soda coolers were. Peter followed him, taking quick stock of the store's occupants – besides his gunman, he had the cashier and two teenaged girls snickering in the candy aisle. _West in front, cashier to the left, girls on the right._

Peter frowned. His mental math wasn't adding up. Karen had said there were _four_ people already inside the store. He was missing one.

He wanted to ask her again, just to check, but he didn't want to give his position away to West. So far West hadn't so much as spared a glance in Peter's direction.

West stopped in the middle of the aisle, right in front of the store's most expensive items – prepaid phones and phone chargers.

Glancing up as if he were checking out the soda coolers, West slid two packaged phones off their hooks and slid them into his open jacket. He kept his other hand in his jacket pocket, pressed close to his body to prevent them from falling out.

Peter had to admit the guy was pretty good. West moved so quickly and quietly that if Peter hadn't been keeping a special eye on him, he probably wouldn't have even noticed.

But if he wanted to catch this guy, he was going to have to move a little faster. He had better ways to spend his Thursday night.

Well, actually, he really _didn't_, but that wasn't important right now.

Peter cleared his throat, tapped the guy on the shoulder. "Hey, you planning on paying for those?"

West jumped at the touch and spun around. At the sudden movement, the phones clattered out of his jacket onto the floor, creating a pile around his feet.

Peter looked up at the guy's face, his mask's lenses narrowed. "I'm gonna take that as a no."

West's head jerked up. His innocent expression changed when he caught sight of the suit, and he looked angry.

He raised one elbow and swung it down in a hard arc, aiming for Peter's chin.

Peter took a quick step backward, easily dodging it, and grabbed West's elbow. "You'd probably just borrow some money from the register though anyway, right?" He shoved West's elbow to the side, ramming it into the phone racks.

West shouted out in pain and started to scrabble for the gun tucked into the back of his jeans.

"Hey hey hey, hang on." Peter shot a web at his hand and pulled it back towards himself, like a yo-yo on a string. West growled and reached for the gun with his other hand. Peter webbed that one just as quickly and pulled it back too.

For a minute they were locked in a weird sort of stalemate – West locked in Peter's webs like a puppet's strings, Peter holding them out and away from his body easily.

Peter tilted his head, narrowing his eyes at the stash that had spilled out onto the floor.

"What do you need five prepaid phones for anyw–"

A blow hit Peter's head from behind, knocking his skull forward.

"Whggg," Peter spluttered. He stumbled forward a step, feeling himself crash into a shelf. "Ow'd he do that?" he asked, but the words sounded funny in his mouth. _Oh, great_. He'd bitten his tongue.

"We have another assailant," Karen said, her voice tense and serious.

"What?" Peter spared a glance behind him. There was another man behind him, older than West, with bright white hair and a deep-set frown.

"Oh, hey." Peter straightened up, spun around. "You must be number four, right?"

The old guy started reaching for the back of his waistband. Peter sprung forward and tackled him around the midsection, pinning his arms to his sides.

Okay, make that two. Two gunmen.

This was not good.

Peter gestured wildly to the cashier and the two girls who were still in the store. "Guys, get down! Get down!" This was not going how he was hoping at all. He had thought this was going to be a quick takedown. Two minutes, tops. The new guy added another factor to an equation that Peter wasn't liking.

A gunshot rang out from behind him, and Peter flinched. Twisting around, he saw West, holding his gun raised in the air. A warning shot.

"Get the phones!" the old guy hissed at West.

Peter gritted his teeth. It was one against two, and in the narrow aisle, he couldn't take both of them down at the same time. He needed some backup, literally. "Karen, deploy Waldo Claws."

West's partner collared one arm around Peter's neck and yanked him backwards.

"Ack – Karen," Peter grunted out from around the guy's elbow. "Waldo Claws."

Nothing.

Peter's booted feet slipped and skidded against the tile underfoot. The elbow around his neck was cutting off his air. "_Karen_," he croaked.

_Something's wrong._

Karen had stopped responding. Peter squeezed his eyes shut and clawed frantically at the fabric of the guy's sleeve.

_Not good not good not good –_

He drew one leg up and shoved it backwards, aiming for the guy's knees. He heard a popping noise as his foot made hard contact, and the guy let him go with a roar of pain.

Peter dropped out of his grip faster than he had thought. Caught off-guard, he hit the floor with a disturbingly inhuman _splat_.

That left both men completely free. _Crap crap crap crap crap. . . ._

Peter scrabbled to collect himself and sprung up off the floor.

"Don't move!"

The cashier behind the counter was holding a gun in both hands, pointed at the scuffle.

Peter raised a hand. "Don't worry, I got it!" he called out to him. He turned back around, and stopped short. "Uh-oh."

West's partner had his gun up, cocked, and pointed at him.

Behind him, he heard another gun cock.

He spun around to see West himself pointing his own gun straight at Peter. "Okay, guys." He looked from one to the other. They had positioned themselves completely opposite sides of him, so he had to physically turn his head to see both of them. "I think we can work this out."

More guns cocked.

Feeling his heart start to pound, Peter turned around to scan the store. His gaze landed on the two teenaged girls he had told to take cover, and his stomach dropped.

They were holding guns too. Aimed directly at him.

"Whoa whoa whoa, what's going on?" Peter raised his hands.

"Don't move!" the cashier repeated in a bark. It suddenly became clear he wasn't talking to the gunmen anymore.

_Uh-oh._

Peter's eyes flicked over the crowd, tallying up a total. Five guns. He couldn't take out five guns in one go. And they had him completely surrounded, a full fat 360-degrees of You're Screwed.

Peter swallowed. _Oooh, boy_.

This wasn't a robbery. It was a setup.

"Uhh, guys?" he said a little nervously, trying again. "It's just me, Spider-Man. Still on your side."

"Thank goodness for that," came a voice from the back of the store. Peter spun around, eyes wide, arms still raised.

Nick Fury strolled out from the back room, both hands in his pockets.

"Mister Fury?" Peter said. "I mean – Director?"

"You can relax now," Fury said.

Peter looked around and realized all the convenience store people had lowered their guns.

He dropped his arms. "Seriously?" he said. "This was all a SHIELD setup?"

"Guns were real," Fury said, expressionless.

"Okay, but, wait –" Peter glanced to his left at the the guy he had originally been following. "I mean, isn't he –?"

"Daniel West?" Fury finished, raising his eyebrows. He nodded at the man.

West reached up for his face and clawed at something on his jaw. Peter squinted at him, frowning.

West started to pull something off his skin, and then his entire face kind of just. . . _peeled_ _off_, all as one, and Peter was horrified for a second until he realized the layer of skin was glitching. The face revealed under the mask was completely different to Daniel West's.

A digitized mask. Mission Impossible of the twenty-first century.

"_Cool_," Peter said despite himself, awed at the technology.

"You're behind on the times, Spider-Man. NYPD just collared West three hours ago," Fury said, continuing to walk closer.

Peter looked back at him. "You guys knew I was tracking him?"

"You're Spider-Man. We like to assume you're keeping an eye on the bad guys," Fury said, raising his eyebrows.

Peter fiddled with one of his webshooters. "What was this, a test?"

"Whatever it _was_," Fury said, eyebrows raised, "you failed."

With forced dignity, Peter reloaded his webshooters, letting the little shell casings clink onto the flecked tile floor. "Yeah, well." He cleared his throat. "What do you guys want? I'm busy."

Nick Fury stepped closer until Peter could see that his one eye was bloodshot. "So am I," the Director said, raising his eyebrows.

Peter opened his mouth, closed it, then nodded.

.

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* * *

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.

Fury regarded him calmly. "How've you been, Peter?"

Peter pursed his mouth up in a considering motion and shrugged. "Yeah. I'm good."

They had moved into the back room of the store, which was full of supplies and various storage. Tall plastic shelves covered the wall behind Fury's chair.

"You're good," Fury repeated tonelessly. It sounded stupid coming from him.

"I'm –" Peter corrected himself. "I'm busy."

"That's an understatement," Fury said, raising his eyebrows. He picked up an iPad sitting on the table beside him and tapped it on.

A silvery-blue holographic image leapt off the screen – surveillance footage, captured just outside a bank, showing Spider-Man taking down a husky man in a leather jacket. Peter recognized the takedown.

"More Spider-Man activity in the Queens borough in the past two months than New York's ever seen. A total of eleven criminals webbed up and left kindly on the NYPD's doorstep." Fury paused. "All with handy little notes, too, that's a nice touch," he added.

Peter couldn't tell if the Director was being sarcastic. He decided to take it as a compliment. "Thanks?"

"Problem is –" Fury set the tablet down, shutting it off, "you're getting sloppy."

Looking stung, Peter opened his mouth. "What do you mean?"

"Tonight. Out there." Fury nodded towards the store.

"I had that under control," Peter started defensively, but Fury cut him off.

"Five guns," he said. "Five guns is all it would have taken tonight to knock you down for good. If any one of those agents had been ordered to snuff you out, you'd have been toast out there."

Peter jerked up from his seat. "Hey, that only happened because you guys set me up –"

"Sit your ass back down, I'm not finished," Fury said, his voice loud.

Peter sat back down.

Fury let out a breath as he leaned forward, bracing both elbows on his knees. "I'm worried about you, Peter." He tilted his head, trying to meet Peter's eyes. "If I didn't know better, I'd think you're trying to prove something."

Peter clenched his jaw and didn't answer that. "Look, thank you, Mister Director. Really," he said, his voice lower, more controlled. "But I'm fine. I know what I'm doing. I've been doing this for a while."

Fury's voice was toneless. "Two years?"

Peter half-shrugged one shoulder, looking every bit the innocent. "Well, yeah. That's a while." He relented. "Okay, look, I know maybe that doesn't sound that long, but I don't need someone watching my back."

Fury leaned back in his seat. "No, you're right," he said after a minute. "You didn't ask me to."

Peter nodded once, but he looked uncertain if he had won the argument. He slowly stood up again and turned to leave.

"Tony did."

Peter stopped short, one hand on the door handle.

Fury knew he'd struck a chord. He got up from the chair and let out a long, tired breath, slipping his hands into his pockets. "One of Stark's last wishes," he said. "'If anything happens to the kid, Fury, I'm coming back to life to kick your ass.'" Fury chuckled to himself.

He looked up, and his voice changed, something more serious. "Lotta things are going to change now, Parker," he said. "Whether we like it or not. Earth's lost Tony Stark. We have to be on our guard without him."

Peter opened his mouth, then closed it, clenching his jaw.

He turned around to look Fury full in the face, and he met the Director's eye. "I'm just trying to do what he wanted me to do," he said. His voice was much smaller, more defeated.

"I know." Fury tilted his head, his eyes full of gentle concern. "So am I."

Peter looked up at his face and nodded once.

"We're all doing our best," Fury said. "And we're all hoping that's enough." He stood up from his chair, and Peter took that as his cue to leave. As he turned to open the door, however, Fury spoke again.

"By the way," he said. "I heard through the grapevine that you had an invite to Stark's tribute tomorrow night."

Peter paused in the doorway. "Yeah. Are you gonna be there?"

Fury paused. "I'm a lot of places at once," he answered cryptically. "Helps make me less of a target."

Peter caught what Fury was – and wasn't – saying, and he nodded. Spy work, all that stuff. It was probably better if he didn't know.

"Parker." Once more, Fury's voice stopped him. When Peter looked back at him, he walked forward a step, his eyes serious.

"Stark had his share of enemies," Fury said. "They might not all be willing to forgive and forget so easily."

Peter frowned. "What do you mean?"

"Just make sure you know how to watch your back," Fury said. "Tony can't do it for you anymore."

Peter looked puzzled, but he didn't say anything else.

Fury nodded his head in the direction of the door. "Alright, lecture over," he said. "Get out of here."

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* * *

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The cheery electronic chime sounded behind him as Peter stepped out onto the street.

The night air felt cool and wet, even through the suit. He shot a web up the side of the building and yanked himself up to the roof.

A beeping noise came from his mask. "You have an incoming transmission, Peter," Karen started to say, but the incoming call spoke over her as it automatically patched through.

"–pick up. Peter? Hello?"

Ned's voice suddenly filled Peter's ears. "Are you there?"

Peter paused on the rooftop and touched a finger to his earpiece. "What, yeah? I'm here."

"Dude!" Ned let out an audible breath that crackled in Peter's earpiece. "Your communications went down."

"Really?"

"The last thing you said was that you were going into the store with the guy with the gun, and then you went radio-silent for like ten minutes. I thought you _died_."

Peter's brain raced to catch up, and then in clicked in his mind. "_Augh_," he hissed in frustration. He ran a hand over his head. "SHIELD must have been scrambling my communications in there."

"SHIELD?"

Peter dropped into a sitting position on the edge of a storefront. He sat a hand's-reach away from the elevated train, for once eye-level with the elevated tracks. "Nick Fury wanted to talk to me."

"Nick _Fury_ –"

"We weren't following Daniel West," Peter said. "It was a SHIELD agent. In a mask."

Ned paused. "Like Mission Impossible?"

"_Exactly_ like Mission Impossible."

"Wow." Ned's voice raised back to an excited pitch. "So what did Nick Fury want? Is it another mission? Can I come this time?"

"No, no, he just wanted –" Peter frowned in thought. "I don't know, actually."

"Seriously? Nick Fury wants to talk to you and you don't even remember what he said?"

"I remember what he _said_, I just –"

Peter was interrupted by a beep in his ear.

From over the headset communication, he could hear Ned's watch alarm faintly chirping too. "Uh-oh. Eleven," Ned said.

Peter blew breath out his cheeks. "Curfew."

He heard Ned sigh too. "Big night, huh?"

"Yeah." Peter was distracted. "I guess." He shook his head. "See you tomorrow, Ned."

"See you at school."

Switching off the communication, Peter looked out at the city. His eyes lost focus for a minute.

_Stark's tribute tomorrow. _That was what Fury had called it.

No one was calling it what it was. Unofficially, it was a funeral – sort of a grander, more public event than the one held by Tony's lakeside house. Prestigious people had been invited, a large event hall had been booked, ties were required. It was something Tony would have hated, but it was something the public needed. A big, fancy event that would make the news. A way to officiate his death.

Not that Peter needed it. Tony's death had been all too real to him on the battlefield in New York.

When he had heard Tony's heartbeat stop –

Peter shook his head sharply, breaking off the thought. He cleared his throat and then realized that his eyes were stinging. "Augh, God –" He ran a hand over his masked head, trying to scrub away the thought. "Stupid," he muttered to himself, trying to brush off the emotion.

Suddenly, what Fury said came echoing back in his mind, and Peter slowly frowned. The sentence played over and over, like a broken record.

_Just make sure you know how to watch your back._

_._

_._

* * *

_._

_A/N: Quick note, this story takes place before the events of FFH. It was pretty clear in the movie that Peter's feeling towards his hero work was that he needed a break, and he wanted to escape the responsibilities of it all. (Honestly, understandable.) What I'm planning to do is going to insert a little arc before he reaches that point, and then have this story lead up into FFH in the end.  
_

_Thanks so much to everyone for the faves and follows! I hope you love the story. And thanks especially to Shadow-wolf78 for your review!_


	3. Tribute Disrupted

**3**

Peter set his tray down with a crash. "Thanos," he said.

Ned looked up, startled, and met his friend's eyes. "What?"

Peter sat down at the table opposite Ned. "Nick Fury. Last night. I think it was a warning."

"Nick Fury was trying to warn you about Thanos?" Ned said doubtfully.

"Well, yeah. Think about it. It's something related to Mister Stark, right, and it's something related to me." Peter took a mouthful of chicken nugget. "He mentioned that Mister Stark had enemies, and Thanos is – well, you know, a pretty well-known one, right?"

"Yeah, but. . . he's. . . dead."

"Maybe that's what the world was supposed to think," Peter said, leaning closer. "Maybe this time it's like a _clone_ of Thanos or something –"

"Thanos?"

A new voice broke into their conversation. Both Ned and Peter looked up to see MJ holding her tray, standing at the end of the table. "What about Thanos?" she asked.

Peter swallowed his chicken nugget quickly. "Nothing," he said. "Just talking about the Blip."

"Popular topic." MJ paused. "Anyone –" she gestured with a finger at their table, "–sitting here, or. . . ?"

The table was completely empty.

"Mm-hm!" Peter said quickly. "I mean, uh, no. No. You're welcome to, um –" He scooted over to one side, even though the long bench seat was completely empty on both sides of him.

Too late he realized that MJ was on Ned's side anyway, and she wasn't coming around to his side of the table. Clearing his throat, he slid back into his original place.

MJ either didn't notice or pretended not to as she slung one leg over the bench and sat down.

Ned obligingly scooted over a little. "Isn't it Friday?" he asked, sounding puzzled.

MJ gave him a strange look. "Yeah?"

"_Nonfiction Friday_?" Ned prompted. "Usually you clear your lunch hour of any and all human interaction to read. You're halfway through that book about that lady whose uncle had schizophrenia?"

Peter nodded. "Page 145," he supplied.

MJ had been short a bookmark last week.

"Okay, that's –" MJ gave Peter a bizarre look, "weirdly impressive. Kinda creepy." She took a breath. "But, no, not today. I actually wanted to talk to you nerds about Mr. Willett's class." She raised her eyebrows. "Have we decided on what our group project is going to be?"

Peter nodded. "Yeah. Cloaking."

MJ grinned. "Hell yeah. Black Hat doorway page techniques are finally getting exposed to the people."

Peter frowned. "Doorway – what –? Oh." It clicked in his mind. "No, not the hacking method. More like physical cloaking."

"Like what the Helicarriers can do," Ned put in with a smile.

MJ sighed. "The tragic ignorance of unethical web browsing," she muttered. "Okay. Physical cloaking it is."

"Besides, I don't know how we'd make a presentation on web browsing," Ned said.

MJ raised an eyebrow but didn't reply to that. "We still need a presentation too."

"I've already got it," Peter said. "I've seen some really cool stuff through the – uh, you know, through the, Stark internship."

MJ tilted her head to one side and gave Peter one of her piercing, questioning stares through narrowed eyes. "I thought you quit the internship."

"Um. I did, but then –" Peter froze. "I. . . didn't."

MJ stared at him for a few seconds too long.

"I got it back?" Peter finished lamely.

MJ shrugged her narrow shoulders. "Okay. Just as long as you can bring something."

Peter pursed his mouth thoughtfully. "Yeah, I think I could probably bring in a simple prototype."

"Cool. So." MJ braced her elbows on the table. "We still meeting tomorrow to go over the project?"

"Tomorrow. Yeah." Peter nodded unnecessarily.

"I can't believe you're making us come to school on a _Saturday_," Ned moaned.

MJ looked at him. "Do you have somewhere more exciting to be?" she asked.

Ned opened his mouth like he was about to argue, then closed it and shrugged one shoulder. "No."

MJ grinned. "Nerd."

Ned couldn't help but laugh at himself, and across the table, Peter laughed too, shaking his head.

.

.

* * *

.

.

This place was way fancier than Peter had thought.

Suddenly, he was glad that May had insisted on getting his suit dry-cleaned yesterday.

Tony's tribute was taking place in a historic building in the city. Peter wasn't exactly sure what it was or used to be, but it was big. _Really_ big. Once they stepped through the doors, the space seemed to open up around them.

It had the feel of an old theater – all the walls were draped in heavy scarlet fabric and at the far end of the room, past dozens of round tables, was a stage. Two enormous screens hung from the ceiling on either side of it.

"Ritzy joint," May murmured to Peter under her breath. "What are we doing here again?"

The room swelled with noise. There had to be hundreds of people here. Pepper stood at the entrance, welcoming all the guests inside. A silky blue dress draped across her shoulders, leaving a large swath of her back exposed. Her hair was down and had been pressed into bouncy waves around her shoulders.

"Mrs. Potts." May was the first to reach forward to shake Pepper's hand. "I am so sorry for your loss."

"Thank you." Pepper smiled gracefully rather than politely, somehow sidestepping the awkward look that usually came with events like this. "Thank you very much for coming tonight." Her gaze shifted over to Peter. "Peter, hi."

He accepted her hand and shook it. "Thank you. For inviting us." He gave her a quick, closed-lip smile and pulled his hand back.

"It was my pleasure." Pepper smiled at him.

May touched Peter's shoulder. "I'm going to go find our table," she murmured to him, and left him alone with Pepper.

Peter cleared his throat. "I don't think I've seen you since –" He stopped. He was about to say 'the battle in New York', but he suddenly realized that that could bring up a somewhat touchy subject.

"It's been a while," Pepper said instead.

Peter's response was cut short as he suddenly sensed someone rapidly approaching them. His head jerked to one side, almost automatically.

Through the crowds, he saw the little figure of Morgan Stark, tearing straight for them. He recognized her from the funeral. "Incoming," he warned Pepper.

"Hey, hey, hey." Pepper caught Morgan just before she ran into her. "Where are you going in such a rush, little lady?"

Morgan giggled, ending in a snort. "Uncle Happy's chasing me," she said.

Pepper hid her smile well, keeping her "grim law enforcer" face on. "Is he _supposed_ to be chasing you?" she asked, raising her eyebrows.

Grinning, Morgan nodded.

"You remember what we said about running?"

"Umm. . . ." Morgan twisted the hem of her skirt in her hands. "I don't know."

"Mm-hm." Pepper sounded amused, if unconvinced, as she reached forward and smoothed out the fabric of Morgan's dress. "You want to give your uncle some time to catch up to you?"

Morgan twisted away, giggling. "No."

"No?"

Peter watched the exchange from a distance to be polite, a half-smile on his face.

"Well, I think you're too late anyway. Here he comes."

Happy ran up to them, doing his best to mask his heavy breathing. "Pepper. Hey. I was. Looking for her." He pointed to Morgan and raised his eyebrows at her. "You know, you move a lot faster than it seems from a distance."

Morgan grinned back at him.

Happy noticed Peter and smiled at him, reaching forward to shake hands. "Peter, glad you could make it."

"Yeah." Peter shook Happy's hand.

Happy's voice softened. "You know, Tony would be really glad you're here."

Peter nodded but didn't say anything else, his hands deep in his pockets, his nose bright pink.

Happy took Morgan as Pepper moved away to greet other guests coming through the doors. "Want to meet someone who your dad used to work with?" Happy asked her. He hoisted her up onto his hip. "This is Peter Parker."

Morgan leaned her head against Happy's shoulder and viewed Peter from her near-vertical perspective. "Hi."

"Hey," Peter said back. "Morgan, right?"

She nodded her head against Happy's shoulder.

"You wanna shake hands?" Happy asked her. He stepped forward a pace so Morgan could reach Peter more easily.

She held out a hand, and Peter politely took it.

They shook.

Peter smiled to himself. She was a little piece of Tony. It was so weird. She had Tony's eyes, for sure.

Happy's eyes shifted to something behind Peter. "Mrs. Parker," he said, his voice changing. Peter turned to see May walking up to them again.

"Happy, hi," May said with a smile.

"It's, uh, good to –" Happy nodded once. "See you."

May hooked one hand through Peter's arm. "Mind if I take my nephew back?"

"Yep, good, uh –" Happy spun a watch on his wrist and checked the face. "Presentation should be starting in just a few minutes."

"Okay. Perfect." May gave him a quick smile as she started leading Peter toward their table. She didn't see Happy smile back at her a few seconds too late.

The lights dimmed, hushing the crowd. The two screens on either sides of the stage slowly lit up, and a video began playing as they made their way to their seats.

"Tony Stark," the overhead narration began. "Husband. Father. Mentor. And a hero to all. . . ."

Both hands on Peter's shoulders, May leaned close to his ear. "Still good?" she murmured to him.

"Yeah." Peter swallowed. "Still good."

.

.

* * *

.

.

Until he wasn't.

As the video continued, Peter found himself frowning down at the neatly folded cloth napkin set on his plate, subconsciously avoiding watching the screens. The narration was continuing overhead, talking about details of Tony's life, but Peter was mostly tuning it out.

Then, suddenly, Tony's voice was flooding over the sound system. "Rewiring test subject number thirty-six, since given that all other thirty-five seem to have an affinity for self-destruction. Can't say I don't blame them."

Peter looked up. The screens were showing what appeared to be a home video of Tony working in the workshop. The man was bent over a desk, tweezers and magnifying glass in hand, fiddling with a square-shaped hub in front of him. A time stamp in the corner showed that it was 2:35 in the morning.

Onscreen Tony glanced up, making eye contact with the camera. He had bags under his eyes from lack of sleep, but his eyes themselves were bright, wide-awake. "Dum-E? The hub. Zoom tighter on this, come on." Obediently, the camera pulled closer, magnifying the object between Tony's hands.

All at once, Peter realized that he recognized what it was. No one else _but_ him would have recognized it.

The inner core of one of his webshooters. Tony was working on Peter's suit.

With that, the emotion hit Peter, all at once. The narration picked up where it had left off, speaking calmly overhead, but he couldn't hear it anymore. He needed a break.

Peter pushed his chair back from the table. May looked over at him, concern mixing with puzzlement in her eyes.

"I'm just gonna – um –" His throat closed up. Soundlessly he gestured to the back of the room. He didn't even really know what he wanted.

May understood anyway, and she nodded. "Go ahead," she whispered.

Peter made his way to the back of the room, his back illuminated by the screen behind him, the sounds of the video following him out.

He paused at the refreshment table. Bracing himself up against the black-fabric-covered table, he closed his eyes and let out a long, shaky breath. It felt cooler back here – less crowded, at least.

Something moved out of the corner of his eye. Peter's head turned to the right, his gaze drawn to the refreshment table. The heavy black fabric was moving.

A familiar, prickly feeling bristled at the back of Peter's neck, and he tensed. He tapped the insides of both his palms, and the slim nanotech bands around both his wrists sprung to life. With the trigger pieces poised in both palms, he took a step closer.

The fabric parted sharply. "Raaugh!"

"Gah!" Peter skidded backwards.

A delighted giggle pealed out from underneath the table, and the fabric fell back into its place.

Regaining his composure, Peter crept forward. It hadn't been an assassin as he was expecting – instead, it was a little pale face. "Hey, what are you doing here?"

The black fabric parted again, and Morgan's face peered out. "Hiding."

"Why?"

Morgan's little voice was hushed. "I wanted to scare Uncle Happy."

Peter smiled, just a little. She was so like Tony it was unreal. "Does he know you're here?" he asked.

Morgan shook her head, making her hair swing around her face. "That's why it's a surprise," she said back.

"Oh. Right." He cast a glance over his shoulder, at the seated crowd. "Hey, uh – I think you should get back to your mom."

Morgan frowned down at her dress. "It's boring," she said.

"Boring?" Peter parroted, glancing over his shoulder again. Happy wasn't in his seat, so he was probably up looking for her, but he couldn't see the man anywhere.

"Mm-hm." Morgan nodded.

Peter knelt down to the floor with her. "You don't want to watch the movie?" he asked. "It's all about your dad."

"I know." Morgan pushed her hair out of her face and frowned down at her lap. "It's boring. I want to play with him instead."

Peter swallowed, then swallowed again. _What are you supposed to say to that?_ "Yeah, I bet he'd rather play with you, too," he said finally. He held out his hand. "Come on, we've gotta get you back to your mom."

Morgan took a deep breath and let it out all at once, seeming to give up on her plan. "Okay."

She clambered out from under the table. Peter took her hand in his, relieved she had agreed. He started leading her back to Pepper's table.

". . . with a desire to constantly improve and refine his work, Stark was a pioneer in the field of homeland security." A pause. "Too bad he couldn't even keep himself safe. "

Peter looked up at the screens, frowning. _What? _

"Stark was all those things," the voice said. "But you know what else he was? Manipulative. Arrogant. Fallible."

The screen was still displaying images and some muted video of Tony, but the narration had gone severely off-kilter.

Heads were beginning to turn, looking at each other, back to the screen. Unease bubbled up from the crowd. It had become all too apparent that something was wrong. Peter spotted Pepper in the crowd, and she was getting to her feet.

"You've got some nice candid shots in here," the voice said, and now it sounded like it was speaking directly to Pepper. "Real nice. But it's always important to remember where our good Tony Stark came from. After all –"

The screen flashed to a different image.

"– not all our heroes are invincible."

The crowd erupted into shocked gasps.

Peter was a little shell-shocked himself. The video onscreen was still of Tony, but this time in a much different setting. He was slumped in a chair, his hands tied behind his back, his eyes wide with terror. Gauze wrapped around his bloody chest. Men with guns stood around him, holding their weapons threateningly across their chests. The image was grainy, as if it had been shot with a cheap digital video camera.

_This was a hostage video_, Peter realized. _From the Ten Rings_.

"Daddy?"

Morgan sounded scared.

Peter's head jerked down to look down at her, his eyes wide. Her gaze was locked on the screen. He quickly scooped her up in his arms and turning her head away from the image. "Hey, don't look at that," he whispered. "Don't look at it."

Morgan twisted out of his grasp to look at the screen again. "What happened to Daddy?" she asked again, her voice rising in a scared wail.

Her heartbroken tone struck Peter in the gut, and he looked around desperately for Pepper or Happy. He had no idea what he was supposed to say.

"Do I have your attention now?" the voice overhead was saying.

Peter spotted the bright blue flash of Pepper's dress in the crowd. Relieved, he pushed forward that way, desperately trying to block Morgan's view of the screen.

"Mrs. Potts! Mrs Potts! I've got her!" Peter shouted over to her.

Pepper spun around, panic plastered on her face. Her entire body relaxed as she caught sight of Morgan clinging to Peter's shoulders.

"Oh my God," Pepper breathed, reaching out for Morgan. She pressed her nose to Morgan's, closing her eyes. "You okay?"

Happy appeared behind Pepper, and he was visibly relieved to see Morgan in her arms. He circled them both protectively. "Pepper, we've got to get you out of here. I don't know what the hell's going on, but you're in danger here."

Peter broke his gaze from the screen. "Mrs. Potts, somebody hijacked the projectionist booth," he said, speaking as rapidly as he could. "I need to get to it. They could still be here."

"Right, uh – God." Pepper covered her eyes for a moment. "That hallway. It'll be the second door on your left. There'll be stairs, and then, um –" She paused to gulp in air.

Peter interrupted. "Okay. Okay. I'll find it. Thank you."

"You'll need this." Happy unclipped his badge from his lapel and tossed it to Peter.

He caught it, spun it around in his hands. _All-Access Pass_. Perfect.

"Kick his ass," Happy said to him, raising his eyebrows with emphasis. He pulled Pepper close with one arm, shielding her with the bulk of his body, and started leading the two of them toward a back exit.

Peter scanned the room quickly for May, and spotted her in the crowd.

"May!" Peter called to her. "I need the – thing!"

Fortunately, May knew what he was talking about. Without missing a beat, she tossed him her clutch.

Peter caught it nimbly and started, against the flow of the crowd, towards the hallway Pepper had pointed out. He already had his webshooters on – thanks to the slim nanotech design that made them almost inconspicuous, he almost always had them on now.

He was almost at the hallway when all the lights in the building shut off.

The room was plunged into blackness. Even the two giant screens turned black for a moment. This time the ripple effect through the crowds was louder, more panicked. Peter skidded to a stop himself, startled at the blackout.

"Do I have your attention _now_?" the disembodied narration asked again. It was low and dry, speaking calmly. Obviously prerecorded.

Small white words appeared on both screens, echoing the voice's words. _Do I have your attention now?_

The room quieted, all eyes turned to the screens. It was like a hypnotic effect.

"Listen, people, and listen well. This is going to be your first and only warning. I'd advise you not to tune it out."

Peter shook his head roughly and kept going for the hallway. He had to move.

As he ran, he popped open May's clutch, and the Spider-Man mask stared back up at him. It was a little security measure they had devised, especially for events like this. Peter getting caught with the mask on him, even in a jacket pocket, would be too easy to put two and two together. May, on the other hand, could carry the mask and just play it off as being a slightly-eccentric fan if anyone asked about it.

Slipping his tie off, Peter pulled the Spider-Man mask on as he mounted the stairwell.

_Projectionist booth, projectionist booth. . . there!_

The door was marked _Booth 1 _in crisp gold lettering, and it had been left ajar. Peter glanced at the All-Access Pass in his hand and tossed it aside. _Thanks anyway, Happy._

Peter pushed inside. The door swung soundlessly open, extra-heavy for security reasons.

The projection booth was quiet. Multicolored lights blinked in the dark, some repetitive, some seemingly random – hundreds of equipment checks running at the same time.

There were two men sprawled out, unconscious, in front of upturned desk chairs.

"Uh-oh," Peter said, his eyes wide. "Karen?"

Karen quickly ran diagnostics, and heartbeats popped up in his view beside both men. "They're both alive, Peter."

"Okay. Good." Peter's attention darted over to the projector. It was way bigger than he was expecting – nearly a seven-foot tall black machine with what kind of looked like an old-fashioned video camera mounted in the middle. It was angled down through a little window, light streaming from its tip.

"Uuummm," Peter said, staring at the huge camera. He had been hoping for something simple, something digital, but this was obviously a historic building with matching technology. _Okay_.

There were a lot of thick rubbery cords connected to the camera leading up to the floor. Peter grabbed them and unplugged them, and the light coming from the tip of the camera cut out abruptly.

His exhilaration was short-lived. The other screen was still projecting, and he realized the sound was still coming through the entire amphitheater.

"The world has been filled with noise. Tonight, all of that noise stops. And it stops with you."

_Crap!_ Of course there were two screens, so there'd have to be two projectors. _Booth 1_, the door had said. Was there a second one?

He skidded out into the hallway again. Sure enough, a door marked _Booth 2_ was further down the hall.

"– which is why you have until twelve A.M. tonight –"

Peter grabbed the handle. It rattled slightly in its socket but didn't budge.

Locked.

Peter's head jerked up. The pass. He needed the pass that Happy had given him. He spotted the laminated card that he had tossed aside, and sprinted for it.

"This is a message to your heroes."

Peter paused, listening.

"At least," the voice said, "the ones that are left. Falcon. The Winter Soldier. Black Panther. Doctor Strange. Scarlet Witch. Hawkeye. Spider-Man."

At the sound of his name, Peter looked up. Through the little glass window in Booth 1, he could just see the video being projected on the other screen.

All-Access Pass hanging loosely in his hand, he stepped forward, his eyes locked on the screen.

It was another photo of Tony, but this one had been edited. Jagged graphics of x's had been drawn over the image, right over Tony's throat. Peter clenched his jaw slowly, staring straight ahead at the image.

"The world's down one hero," the voice said. "It's time for the rest to step up."

The screen cut to black.

.

.

.

* * *

_._

_._

_A/N: Good afternoon, folks! I SO did not mean to keep you all waiting so long for this chapter, and I'm really sorry for that. Thanks for your patience with me! I'm afraid your humble author has been busily bumbling around getting ready for the school season that has been approaching like an oncoming train. This story has been such a relaxing escape though._

_And heaps of thanks to DaniPotterLovesGod, Elizabeth357, carajiggirl, and Shadow-wolf78 for your reviews! They mean so much to me. And to my silent majority in the back, I love you guys too!_


	4. Silenzior

**4**

The tribute had descended into chaos.

Coming back down the stairs from the projectionist booth, Peter was met with a swell of panicked noise. Everyone had gotten up out of their seats and were pressing towards the exits, creating a tidal-wave-like pull of bodies.

With effort, Peter pressed his way through the crowd, his eyes flicking over the faces, trying to find one he recognized. He had taken the Spider-Man mask off and stuffed it into his jacket pocket.

Finally, he spotted a familiar face in the crowd. His hopes lifted.

"Agent Hill!" he called over the chaos. "Agent Hill, wait!"

He realized that he hadn't seen her tonight up until now. She was wearing a flowy sleeveless pantsuit and heels, but she couldn't have looked more like an agent as she strode purposefully through the crowds.

Hill glanced behind her, and she seemed relieved as she caught sight of him. Without breaking her stride, she jerked her head in the direction she was moving. "Parker! With me!" She had to shout over the room noise.

Peter trotted quickly alongside her to keep pace. "What's going on?" he asked. "I missed, like half of that."

"We have a civilian threat," she said back, her face and voice cold. She checked something on her wrist, and Peter realized that there were holograms extending up from the slim surface of her watch. "Eleven fifteen. We have less than an hour. Our time limit's closing."

Peter swerved to the side as someone nearly crashed into him. "What's gonna happen at twelve A.M.?" he asked, then realized that she was no longer in front of him. "Agent Hill –!" He ran to catch up to her.

Hill glanced over her shoulder and gave him a once-over. "Do you have your suit?" she asked.

Peter's hand absently went to his chest where the nanotech suit sat tucked against him. "Yeah?"

"Then suit up. We're moving out."

"Where?"

Hill looked at him again. "You didn't see it?"

"No, I told you, I was too busy trying to see if I could stop it."

"Nothing we know for certain yet," she said back. "But he has hostages."

_Hostages?_ Peter had missed a lot. "Wait, who does?"

"I need evac," Hill spoke into her wrist. They reached the exits, and she pushed open the heavy door. Cold air swirled around them as they stepped out.

Peter tried again. "Agent Hill. Who has hostages?"

Hill flicked her wrist communicator off. "He called himself Silenzior."

The name was eerie, but it wasn't familiar. "Silenzior," Peter repeated to himself.

He heard the whirring of a jet engine and looked up to see a Quinjet coming down out of the sky, hovering itself lower towards them.

"We'll give you a ride," Hill said.

"What, me?" Peter asked. He glanced behind him. He could have sworn that he'd seen Falcon at the tribute earlier. "Are the others coming?"

"Others?"

Peter spun around to face her again, his brown eyes wide. "Well, yeah – the other Avengers, I mean. I thought the message was to all of –"

"Unavailable," Hill said. "Or otherwise assigned." She strode for the Quinjet as it settled into a hover just a few feet above the pavement.

"Okay," Peter said uncertainly.

There Hill paused, one hand grasping the handle on the inside of the jet. She looked back at him and met his eyes, seemingly for the first time that night.

"Parker," she said, "this time, there's no backup, no other Avengers." She nodded her head up at him. "You're up."

.

.

* * *

.

.

As the Quinjet tore through the sky, Hill filled him in on what he had missed.

"Silenzior is holding seven NYPD officers hostage at an undisclosed location in Queens." A small holographic map flickered up off of Hill's wristwatch. The building and the path leading there were highlighted in red. "He showed the coordinates onscreen. He wanted us to find him."

"So it's probably a trap?" Peter asked as he wriggled out of his white button-down shirt. The nanotech suit had already spawned itself over his body, but his clothes were loose above it.

"I'd say _likely_. He's attracted attention to himself. Only reason to do that is to get an audience."

Peter bent forward to retrieve two web canisters from the suit jacket he had thrown on the floor. He put one between his teeth and fitted the other one into the first webshooter of the suit.

"You ever met him?"

Peter glanced up. "Hoo, Hilenzior?" he asked around the web fluid canister. "Uhm –" He spat the canister out into his palm and shook his head. "No, I haven't even heard of him. What about you guys?"

Hill shook her head once. Her face was grim. "He's never come up on our radar before."

_Great_. Peter snapped the canister into place, and the webshooter gave a positive whirr. "What does he look like?"

"He never showed his face."

_Even better_. "So you don't know anything?"

"The whole video was demanding silence. From civilians as well as heroes," Hill said.

"Silence? What do you mean?"

"That's what you're going to find out," Hill said. "What's important right now is getting those hostages to safety."

"Yeah, fair enough." Peter glanced out the window of the Quinjet. "Can I track on the ground?"

Hill nodded. "We'll drop you about a half mile out. We don't want him to know SHIELD is backing you up."

Peter looked up with a frown. "Isn't that what he wants?"

"He asked for the Avengers, not SHIELD," Hill said. "We're not taking our chances." She glanced outside the window and straightened. "We're at the drop point," she said.

The suit's nanotech mask closed over Peter's face, and the bright white lenses narrowed. He stood up from his seat.

.

.

* * *

.

.

"You're there," came Hill's voice in Peter's ear. "Next rooftop."

Peter swung his body up into an arc and skidded to a landing on the building's roof. "What, here?"

"Those are the coordinates." Hill paused. "He's not there?"

The air was cold. A few frozen snowflakes filtered down slowly through the sky, seeming to move in slow motion, as Peter looked around. The rooftop seemed barren – there was nothing but a few ridge vents, some wiring strung between metal poles, and. . . .

A dark mass over in the corner of the roof.

His heart dropped. "Wait, I think I see them."

He ran over to the mass. Sure enough, it was the seven police officers Hill had described.

They were all unconscious, but they looked unharmed. Keeping his voice low, Peter tried to rouse them. "Hey. Are you guys okay?" He reached for the duct tape around the first guy's mouth.

"I wouldn't," came a voice from behind him.

Peter spun around.

A man was standing on the other side of the rooftop.

He was tall and thin. A heavy silk cape, dark white, hung from his shoulders down to his feet, but Peter's eyes were locked on the mask.

A white mask covered the man's face, fitted and shaped to be in the exact shape of a second skull. The eye sockets of the mask were so deep and black that Peter couldn't actually see the man's eyes. It was eerie.

Peter backed up a step, his eyes narrowing. "You're Silenzior," he said.

"And you must be Spider-Man." Silenzior's voice was calm and dry, almost lulling. "You got my message."

It wasn't exactly a question, but Peter answered anyway. "Yeah. Everybody did."

Silenzior tilted his head to one side, as if trying to see something behind Peter. "Where are the others?"

Peter cleared his throat and straightened up, trying to make himself taller. "Um, nobody. Just – just me."

"Just _you_." The way Silenzior parroted it back, it sounded like a taunt.

This guy was starting to creep Peter out. He cleared his throat and spoke up, hearing his voice echo against the wind. "Look, man, what do you want?"

Silenzior looked back at him. "Your silence," he said.

That was what Agent Hill had said, too. "What does that even mean?"

"Don't worry." Silenzior raised an arm and flexed his fingers in the air. Peter squinted at what he was doing. It looked like there was black smoke trailing around the man's fingers, but instead of dissipating, it coiled around and around his hand like a snake. "You're going to find out."

"Okay okay okay, hey." Peter held out his hands placatingly. "Maybe we can work something out or –"

"It's too bad your Avengers friends didn't show up," Silenzior said. "I would have liked to silence you all at once."

Peter was getting a bad feeling.

Silenzior's hand formed a fist, and the black smoke gathered into his palm. "I suppose you'll have to do for now."

Spider-sense flared in Peter's head. _Duck!_

Silenzior's fist shot forward, and the dark black smoke jettisoned off his fist. Peter ducked out of the way, and the blast went fizzing past his ear.

Peter spun around. "What the hell was that?" he asked. He ducked again as another blast fired into the air, just narrowly missing him.

When he looked up, Silenzior was running straight towards him. "Whoa whoa whoa –" He put both hands up, defensively, and they locked fists. They stayed there for a moment, grappling against the other's grip.

"I don't want to hurt anyone," Silenzior said, his voice so soft it was like a whisper. "I don't want to hurt you."

"Then you don't have to do this," Peter grunted.

"You misunderstand," Silenzior said. "I'm telling you that _this_ isn't going to hurt."

Peter felt something tingly buzzing up his fingers, into his palms. He looked up quickly and realized that the black smoke Silenzior had been firing at him a moment ago was creeping off Silenzior's hands and onto his.

"Gah!" Peter sprung away and shook out his hands, dispelling the smoke. "What _is_ that stuff?"

Silenzior didn't reply. Taking advantage of Peter's distraction, he dropped to the ground and swiped his leg under Peter's feet. Peter hit the ground with a surprised cry.

Just as swiftly, Silenzior sprung back up and pressed his foot to Peter's chest, pinning him down. His other foot pinned one of Peter's wrists.

"Gah –!" Peter grasped Silenzior's ankle with his free hand.

Silenzior leaned over Peter's face, leaning his weight onto Peter's chest. Peter grunted and wriggled, but he couldn't break free.

"I'm not going to hurt you," Silenzior repeated. "I just need your _silence_. . . ."

He grabbed Peter's throat. Peter grabbed his arm.

"Stand down!"

A new voice broke into their conversation, echoing off the buildings around them. A bright light flared onto them, and Silenzior shielded his eyes with a pained cry.

"This is SHIELD. Stand down or we will open fire."

Blinking against the white light, Peter looked to the side. He could hear the roar of the Quinjet engines more than he could actually see it.

Silenzior's head turned back to Peter. "Tell your SHIELD friends that if _they_ don't stand down, I'll silence you right now. I know you have an open communication to them."

Peter hesitated, but he raised a hand up to his earpiece. "Agent Hill?"

"Go, Parker."

Peter looked up and met Silenzior's gaze. He made a split-second decision. "Just a sec!" he said into the com. With his free hand, he shot a web at Silenzior's face.

The man reared back sharply, giving a muffled roar of surprise. His foot lifted off Peter's chest as he stumbled backwards.

Peter rolled out of the way and sprung back up to his feet. He touched a hand to his earpiece again. "Agent Hill, I need some help!"

"Copy."

Silenzior had torn the webbing off his face. His head raised as Peter spoke, his eyes narrowed into slits. "You just made a mistake."

Panting, Peter straightened up. "I'm not gonna let you do this," he said.

"You're going to try," Silenzior said. "But you are going to fail." His head shifted incrementally to the left, then back to Peter's face. "Now, shh," he said.

Pain exploded through Peter's head, and he blacked out.

.

.

* * *

.

.

_A/N: Whassup, team! Hope you enjoyed chapter four. What do you think of Silenzior? I've had absolutely way too much fun designing him and coming up with his powers. I did want to note that Silenzior's name is pronounced "suh-LENZ-ee-ore", for your reading ease. :)_

_Thanks heaps to Shadow-wolf78 for your review!_


	5. Comes Great Responsibility

**5**

Peter's eyes snapped open. His eyebrows furrowed.

Above him, the sky was white, but underneath him, the ground felt very. . . soft.

What had happened?

The last thing he could remember was. . . the rooftop. Silenzior. The _hostages_. . . .

Crap.

He jerked upright.

All at once, the blood rushed to his head, and a pounding thrum went through his ears. Groaning, he put his head down again.

The blow to the back of his head, at least, had been very real.

Blinking blearily, holding a palm over one eye, Peter raised his head and looked around.

He was in his apartment, in his room, in his own bed. The covers had even been neatly pulled up to his shoulders. "What?" he mumbled to himself. He kicked the blankets off and looked around again, puzzled. _How'd I get here?_

He heard his phone ping with a text. Turning around, frowning, he picked it up off the nightstand and checked it.

The text was from Ned.

_We still meeting at school today?_

MJ's response came in a few seconds later.

_Affirmative. In comp lab._

Peter rubbed a hand over his face. He was going to have to talk to Agent Hill, or Fury, or somebody, as soon as possible. Until then. . . .

He got up.

.

.

* * *

.

.

". . . and then it finished with like this weird message to 'all the heroes that are left,'" Peter said.

MJ raised an eyebrow. "Ouch."

"That's so freaky," Ned breathed.

The three of them sat alone in the computer lab. They were supposed to be working on their science project, but that had been unanimously and silently put aside in order to talk about the events of last night.

As MJ picked up her phone and started looking something up, Ned leaned closer, seemingly more excited than worried. "So what did he want? What were his demands?"

"They were kinda weird, actually," Peter said. "He said he wanted worldwide '_silence_.'" He put the word in air quotes.

There was a pause. Ned frowned, looking confused. "What does that mean?"

Peter bit his lip. "Yeah, I don't really know yet."

MJ glanced up briefly over the top of her phone. "Nothing coming up for 'Silenzior,'" she reported. "Just Spanish pronunciation websites."

"So what'd you do?" Ned asked Peter.

Peter looked at Ned, then glanced sideways at MJ, and shifted in his seat. "Um, nothing," he said. "May and I went home."

"What?" Ned sounded incredulous.

Peter twitched his head meaningfully in MJ's direction.

Ned's mouth opened as he got it. "I mean, you definitely _couldn't_ have done anything," he said, slower, more obviously. "So what are _we_ gonna do?"

MJ looked up again. "'What are we gonna do?'" she repeated questioningly.

"Aren't you at least a _little_ afraid of imminent death?" Ned asked. "Or. . . silence, I guess?"

"I mean –" MJ shrugged as she set her phone down. "It doesn't really matter."

Peter looked up, frowning. "What do you mean?"

"Well, either the Avengers are gonna take this dude down, or they're not, and we're gonna die," she said, sounding vaguely uninterested. "Nothing we can do about it right now." She fixed Peter with one of her catlike stares. "Right?"

"Right," Peter said, blinking. He shook his head. "Right. Yeah. Obviously."

Ned gave him a sympathetic look from across the table, obviously knowing why this would be weighing on Peter's mind so much.

MJ tapped her paper with the tip of her pencil. "So. Report and presentation. Since you guys seem to have the presentation part covered, I'd kinda like to know what I'm writing about."

"We were thinking retroreflective paneling," Ned said. "Y'know, something Tony Stark might have used. . . ."

Peter tuned them out and frowned, deep in thought, down at his phone. He had written down everything he could remember Silenzior saying to him, and he was turning the words over in his head.

"Hello," MJ's voice broke into his thoughts. The tip of a pencil eraser poked him in the shoulder.

"Hm?" Peter looked up quickly, jarred out of his thoughts. "Oh. Yeah?" He reluctantly put his phone down.

"The presentation," she said. "You volunteered?"

"Yes," Peter said. "It's, um. . . experimental retroreflective-paneled fabric. From Mister Stark's lab."

"Fabric," MJ repeated, sounding skeptical. "You're saying Tony Stark made the Invisibility Cloak."

"Kind of," Peter said truthfully.

His phone pinged with a text, and he checked the screen.

_Parker, it's Hill. Car's outside._

The number was blocked.

Peter jerked to his feet.

Both Ned and MJ looked at him. "Peter?" Ned asked.

Peter didn't look up. "Um," he said, his eyebrows drawing together, "guys, I gotta go."

MJ gave him a look. "You gotta go," she repeated tonelessly. "You've been here all of four minutes."

"I know, I'm sorry, it's just –" He pointed to his phone, then realized he couldn't think of a single plausible excuse. "This is really important, I'm sorry, I really have to go."

"Peter!" MJ called after him, but he was already out the door of the computer lab.

.

.

* * *

.

.

Agent Hill stood beside a matte-black car, leaning against the hood with her arms crossed. Sunglasses shielded her eyes.

Grabbing the straps of his backpack, Peter sprinted across the street. "Agent Hill, hey!" he said, breathless.

Agent Hill gave a half-smile. "Parker. You're out early." She nodded to him. "We have a lot to discuss."

"How'd I get home?" Peter blurted. It hadn't meant to be his first question, but it had been bothering him ever since he'd woken up.

"SHIELD transported you back. You had a concussion."

Peter's hand went to his head. "That explains a lot." He frowned. "What happened last night?"

Hill gave an ironic smile as she shifted her weight off the car. "Funny. I was hoping to ask you the same question."

"Well, you guys were there, right? Did you catch him?"

Hill didn't answer right away, which _was_ an answer. Peter's heart sank. "Wait, Silenzior got away?"

She nodded her head towards the car. "Get in," she said. "I need to debrief you."

She got in the driver's side, and Peter walked around to the curbside side of the car. Sliding his backpack off, he opened the door and climbed into the passenger seat.

The inside of the car smelled like new leather. As Peter pulled his door shut, the car was closed into cool silence.

Hill slid her sunglasses off.

Peter twisted around in his seat to look at her. "Is everybody okay, at least? The police officers?"

Hill glanced sideways at him as she put the car into gear. "Seatbelt."

Peter quickly pulled it across his shoulder and clicked it into place. It was faster than arguing.

As Hill pulled into the street, her eyes flicked up to the rearview mirror, but it seemed more like she was looking at him. "First, your report," she said, before he could ask again. "What did Silenzior say to you?"

"Um –" Peter grimaced and rubbed the sore part of his head. "Nothing, really."

"Did he mention future locations, future people he might be looking to attack?"

Peter racked his brains. "Maybe the Avengers?" he said. "It seemed like he was expecting all of us to be there." He quickly described the rest of the fight, including the bizarre smoky blasts Silenzior had fired at him.

"Was he human?"

"Yes. Well –" Peter frowned. "I think so."

She nodded, as if that had been a sufficient answer. "What did he sound like?"

Peter ignored the question. He had given his report. "Agent Hill, are the officers okay?"

Hill glanced up at the rearview mirror again. "Autopilot," she said aloud to the car. She lifted her hands away from the wheel, and the car took over the steering.

With her hands free, Hill tapped something on the screen built into the car's center console.

"Security Level 9, code zero-twelve-nine," she said.

The screen blinked to a green text box. _Voice Code Confirmed_. As that disappeared, multiple windows sprung to life – videos, photos, scrolling boxes of text.

Peter was getting nervous. "Agent Hill, please just tell me. Are they still alive?"

"They're alive," she said.

Peter relaxed, but only a little. Her wording was a little ominous. "Are they okay?"

She brought up a new window. "Not exactly."

Seven images, arranged into two irregular rows, popped up onscreen. Peter leaned forward, frowning. _What the heck. . . ?_

The photos were of the police officer's faces, like mugshots, but there was something off about all of them – every single person had a jagged black X drawn across their throat, like weird tattoos. The X's were all of the same rough size and shape, but the pattern of jagged edges differed from person to person.

"Noticed the marks?" Hill asked. Peter looked at her, then realized he had touched his own throat absentmindedly.

He pulled his hand away. "What are they?"

"The mark Silenzior leaves behind," Hill said.

Peter fought back the urge to shiver. "What happened to them?"

"We'd been assuming that his call to 'silence' individuals was a euphemism for something a little more deadly," Hill said. "Turns out, he meant exactly what he said. The officers were rendered completely mute."

"Mute?" Peter repeated. His mind replayed his fight with Silenzior. "Oh, no."

"Based on your report, it sounds like that smoke is what he uses to silence them."

"Yeah, he tried to do the same to me." Peter frowned.

"Notice the significance of the number?" Hill gestured with her head at the photos. "Seven. Seven officers. One for each of the remaining Avengers."

Peter hadn't noticed. It was creepy.

Hill tapped something on the screen, and the pictures disappeared. "All the officers were unconscious at the time he silenced them."

Peter closed his eyes and scrubbed a hand over his face. He'd screwed up, but there was one more thing that was bothering him. "What knocked me out?" he asked. "Silenzior was standing too far away."

"He may have had accomplices."

"So we might be looking for more than one guy, right?"

"Focus your energies on Silenzior for now," Hill said. "The public doesn't know about the attack yet, but they will soon. We wanted to debrief you before the details got out."

The car pulled to a stop.

Peter turned in his seat to look out the window and realized the car had stopped in front of his apartment building.

He twisted back around to face Hill. "Okay, so what do I do?"

"We'll be in contact for your next mission. Until then, keep an eye out. We don't know when Silenzior's next attack is going to be."

As Peter left the car and started mounting the steps up to his apartment, his phone buzzed in his pocket. He paused and pulled it out.

Once again, it was from a blocked number – SHIELD.

_SHIELD will contact you when you're needed._

Peter paused on the steps and tapped out a quick response.

_I'll be ready!_

.

.

* * *

.

.

The road thrummed rhythmically under the car's wheels. Hill glanced out the window distractedly as she drove.

"Place call," Hill finally said aloud to the car. "Secure Line Alpha, four-zero, twelve-seven."

The car obeyed, and a holographic image popped up on the car's windshield as the call went through.

Nick Fury's voice came over the car's speakers. "Tell me Parker had news," he said as a greeting.

Hill flicked her eyebrows up. "Well, he's fine," she said.

"Damn," Fury muttered, knowing that she would have led with her most pertinent information first. "He doesn't know anything?"

"Nothing yet. Silenzior doesn't strike me as the chatty type," Hill said. "But we do have the Avengers as possible targets."

"Understood. Is that all you called to tell me?"

"Sir –" Hill paused, pursing her lips. "HEL was on that rooftop with Silenzior. I saw King hit Parker from behind."

"I'm aware."

Hill opened her mouth, hesitated, then spoke anyway. "Nick, don't you think he should know?"

There was a pause from the other end. "Parker doesn't need to know yet," Fury said. "HEL hasn't involved themselves enough to interfere with his mission." When Hill didn't reply, Fury continued, "Is that understood?"

Hill let out her breath slowly, like a resigned sigh. "Understood."

.

.

* * *

_._

_._

_A/N: What's this? Another chapter, so soon? Why yes indeedy! __Why__ so soon, you might ask?_

_BECAUSE SPIDEY IS BACK IN THE MCU AAAAAAHHHH_

_I hadn't really let myself get too upset over the Sony/Marvel/Spidey dispute, because I decided that it was gonna be pointless to get myself too riled up over something I couldn't control. But honestly, now that he's back, I COULDN'T BE HAPPIER YAY_

_So anyways, this chapter might have come a little bit early in order to celebrate this special occasion. Thanks always for reading and following! And thanks to guest for your review! I hope you guys are enjoying the story!_


	6. Schoolwork and SHIELD Work

**6**

Peter and Ned stood in front of Peter's bed.

"I can't believe we're gonna do what we're about to do," Ned said.

"Yeah," Peter said.

"I mean, Tony Stark literally made this thing for you. Rewired it in, like, under five hours just so you could go beat up bad guys more effectively."

Peter's voice was a little slower. "Yeah. . . ." A worried little line appeared in his eyebrows.

"Can you imagine how _mad_ he would be if he knew you were dissecting your suit –"

"Okay, Ned. Stop." Peter blew breath out his cheeks. "We need this for our presentation, and if we just walk in with _this_ –" He held up the Spider-Man suit, "–people might ask questions."

Ned relented with a little sigh. "I guess so."

"Besides, it's fried anyway, remember?" Peter pointed to the bullet hole in the suit's left shoulder. This was – or, at least, it _had_ been – the Mark 19 suit from when Peter had fought HEL. Peter had known he could use the cloaking technology embedded in it for something, and this was as good an opportunity as any.

Ned ran his finger around the wiry edge of the hole. "I still can't believe you actually got _shot_."

"Yeah, it was not fun."

Peter knelt onto the floor in front of the bed to look at the suit more closely.

"Okay, so we need to disengage a panel that's pretty close to the mechanism," he said in a low, focused voice. "It still needs power to the main hub if it's still going to work." He tapped the Droney in the middle of the suit's chest.

"But we can't bring Droney into class," Ned said, sliding down to his knees beside Peter.

"Right, so we've gotta remove his casing." Peter picked up a screwdriver and flipped it around in his hands. Taking a deep breath, he set the chiseled edge at the base of the spider, where the black acrylic casing joined the fabric, and began wriggling the screwdriver into the slim gap.

Ned winced as the casing popped up, but Peter was just fascinated. He lifted the casing up and tossed it aside.

A neat crisscross of gold and green microchips stared back up at them. Without Droney's casing, it was impossible to tell that it was a spider shape. Peter grinned. "Perfect."

The next thing to do was separate one piece of fabric from the rest of the suit. They couldn't exactly haul the entire thing around school, so they had to extract just a small piece to demonstrate the retroreflective panelling. This process was somewhat more complicated, and it took a few minutes of carefully snipping the silver fabric and separating the suit's internal wires to extract a nondescript square roughly the size and shape of a paperback.

Peter held it up triumphantly, grinning. It had been the left side of the suit's chest area, just below the bullet hole. Wires poked out at all the edges, but they could easily hook it up to Droney now without having to carry the suit around.

Ned was looking at it a little bit more doubtfully. "You think the edges are gonna fry?"

Peter looked at him, then back to the fabric. "No," he said, more confidently than he felt. "It'll work."

Ned shrugged. "Should we try the power?"

They hooked the heavy piece of fabric up to the Droney power hub. It gave a low-frequency hum as it connected.

Ned looked at Peter. "Ready for the test run?"

"Yep." Peter picked up the suit material. "Apple in place?"

Ned solemnly set a red apple down on Peter's desk. "Apple in place."

"Here we see the apple," Peter said dramatically. He draped the fabric over the fruit and set the Droney hub down on the desk.

"And here we see the apple disappear," Ned said slowly.

Peter picked up a pair of pliers and touched a wire to the Droney hub, activating the power.

There was a minor explosion. Sparks spat out in an arc across the desk, and smoke puffed from the fabric. "Whoa –!" Peter turned away, raising a hand to cover his face.

"Peter?" May's voice sounded from the other side of the wall. "What's going on in there?"

_Crap crap crap crap –_ Peter spun around, blocking the charred machinery with his body. "Uuuumm," he called back through the wall.

"God, please don't say 'um'." May's voice came closer to the other side of Peter's bedroom door.

Peter's eyes darted towards the suit on the bed. "Ned, the suit. The _suit_," he hissed at his friend.

Panicked, Ned flipped the suit's legs up onto the bed and sat on the whole thing, covering it up.

The door swung open. May stood in the doorway

"Hey," Peter said, his voice squeaking.

May was giving him a strange stare. "Hey."

Peter raised his eyebrows a few centimeters, amping up his innocent expression. "What?"

May opened her mouth, then closed it, then gave Peter a kind of puzzled look. "You guys _do_ know I know about the suit, right?" she asked. She raised her eyebrows. "Ned's not even covering it up all the way."

Ned looked down. A bright red-and-blue sleeve was sticking out his left side.

"Oh yeah." Peter relaxed. "Force of habit, I guess."

May paused, a frown coming over her face as she looked at something behind him. "Is that smoke?"

"Hm?" Peter's innocent expression turned to panic as he spun around.

The material of the suit was completely on fire, delicately roasting the apple underneath it. "Gah!" He flipped the cloaked fabric off the apple and rapidly slapped it with his palms, trying to put out the flame.

Once it was fully extinguished, he spun back around to face May.

"No explosions while I'm here, okay, please?" May said. "Or, actually, you know what?" She paused in the doorway. "No explosions when I'm _not_ here, either."

"No explosions, ever," Peter agreed. "Got it."

May gave him a strained smile and left, but this time she left Peter's door open.

Peter turned back around. "Okay." He bit a corner of his lip, deep in thought. "That piece must've been too close to the fried spot. Let's take a piece from the back and rewire it to Droney."

Ned nodded agreement and they both got to work, carefully dissecting a piece from the suit's back.

They had almost finished extracting their second piece when Peter's phone pinged with a text. He quickly checked it, feeling his pulse quicken slightly.

It was SHIELD again.

_Parker, status._

Peter picked it up and tapped out a quick reply.

_Working on a school project. Why?_

"Who's that?" Ned's voice broke into Peter's thoughts, and he looked up.

"Um –" Peter flipped his phone over so Ned couldn't see it. He couldn't remember if Agent Hill had mentioned anything about secrecy. "It was no one, just –"

"Were you texting MJ?" Ned asked before Peter could decide.

"_What_?" Peter asked, completely caught off-guard. "No, I wasn't, why would you think –"

Ned gave Peter a look. "Dude. It's kind of obvious you like her."

"Seriously?" Peter grimaced and ran his hands over his face. "Do you think she knows?"

"MJ knew Mrs. Larkin was pregnant because of the way she drank her coffee. I'm pretty sure she knows."

Peter groaned.

His phone pinged again, and they both automatically looked over at it.

"So who _are_ you texting then?" Ned asked.

Peter checked the text.

_Just a daily check-in._

Peter relaxed. So there was no news on Silenzior. "It's SHIELD," he said.

Ned's eyes lit up. "About Silenzior?" he asked. "I knew you didn't tell the whole story about that night."

Peter recapped the night as quickly as he could. He was a little embarrassed at how he had been knocked out of the fight so early, and he didn't elaborate on the ending as much.

". . . And SHIELD said they'd tell me when they have news," he finished. He held up his phone. "Nothing so far."

Ned looked disappointed.

"Anyway." Peter had to get his mind off it, otherwise he would be too distracted to work any more. He held up the fabric. "I think you were right. We've gotta seal these edges." They were essentially dealing with hundreds of little loose wires at the seams of the fabric.

Ned's attention returned to the project too. He touched the edge, feeling all the raw wires there. "We're gonna need electrical tape."

Peter glanced up and looked at the shrunken, blackened shape on his desk. "And another apple."

Ned stood up. "You want anything else from the kitchen while I'm there?"

"Uum," Peter said, distracted as he studied the fabric. "Oreos."

Ned left, and Peter focused down on the suit.

A minute later, he heard Ned come back, but his friend didn't say anything.

"We still had tape, right?" Peter asked, looking up.

It wasn't Ned.

"Whoa!" Peter scrambled to his feet, startled. "Agent Hill?"

She was standing in his doorway. "We have a mission update," Hill said.

"Does May know you're here?" Peter stepped around her to check the hallway.

Hill was tapping some kind of code into on the screen on the inside of her wrist. She didn't look up. "Not exactly."

Peter frowned, puzzled, and glanced in the general direction of the front door. "How'd you even get in?"

"You wanted to be informed?" Hill said. "This is _us_ informing _you_."

Peter looked back at her. "Right." He closed his bedroom door and cleared his throat. "What's going on?"

"We have a potential location on Silenzior," Hill said.

That caught Peter's attention. "Where?"

"Underground subsystem," Hill said. "Abandoned subway tunnels in southern Queens."

"The lairs are _always_ abandoned subway tunnels," Peter whispered to himself.

Hill didn't comment on that. She collapsed the hologram. "Fury wants you there to check it out."

Peter glanced at the phone on his bed. "I wish you'd told me you were coming."

"This is time-sensitive information. You needed a quick escort." Hill stopped suddenly. She had caught sight of the half-dissected suit sprawled out on the bed.

Closing her eyes, she turned back to Peter without opening them, as if holding off a headache. "_Tell_ me that's not your suit," she said.

"That's not my suit," Peter said quickly. "My real one's in the closet."

Hill shook her head with a short sigh, half-incredulous, half-relieved.

A voice sounded from the hallway, partway muffled through the wall, and suddenly, the door to Peter's room swung open. "Hey, Peter, turns out you _don't_ have any electrical tape –"

Hill had her gun out of its holster and cocked in her hands in an instant, the muzzle aimed straight for Ned.

"Whoaaa –" Ned raised his hands and stumbled backward a few steps, dropping a package of Oreos on the floor.

"It's fine it's fine it's fine, it's just my friend," Peter said rapidly, jumping up to step in between them.

Hill watched him over the top of her gun's muzzle. "Ned Leeds?"

"Yyyy– uh," Ned stuttered, eyes still wide from shock.

"Yes," Peter answered for him. He strode over to Ned. "Ned, this is the agent I was telling you about," he said in a whisper.

"Agent _Hill_?" Ned asked, even as he was out of breath.

Hill lowered her gun, pursing her lips. "Damn it."

Peter spun around. "What?"

"Civilian."

"No, it's okay. He knows," Peter said. "About the – y'know, the Spiderman thing."

"That's not what I meant," Hill muttered. Before Peter could process what she meant, she re-holstered her gun and nodded her head up at Ned in a nod. "Good to meet you."

"Y-yeah, it's." Ned blinked and seemed finally able to speak again. "Ma'am – uh – Agent – it's great to meet you."

"So what are we gonna do?" Peter asked Hill.

Her gaze returned to him. "We have to get you there now. Silenzior may be on the move."

"Um," Ned said from the doorway, and both Hill and Peter looked over at him. "What about MJ?"

Peter frowned. "What _about_ MJ?"

"She's kinda. . . coming over," Ned said uncomfortably.

"What?" Peter asked. "You invited her here?"

"Well, we were pretty much finished with the suit, and I thought since you bailed on us earlier she could come over and work on the project now!" Ned said defensively.

Peter squeezed his eyes shut and pressed a hand to his forehead. "You have to tell her not to come."

Hill's eyes darted to Peter. "Who's coming?"

"Michelle. MJ," Peter said quickly. "She's a girl that goes to my school. We have a group project with her."

Hill glanced out the window. "Well, meeting's cancelled," she said. "Get your suit."

"Uh." Ned straightened up, and half-quirked one hand in the air. "If I could say something, agent, ma'am, I'm very, um, proficient? When it comes to computers?"

Hill stared at him for a moment, looking half-confused, half-pained. She looked back at Peter.

"He can help," Peter said.

"I can help," Ned repeated excitedly.

Hill sighed and rubbed her forehead. paused in the doorway. "Alright," she said. "Bring Leeds."

"I can come?" Ned asked, his voice squeaking into a whisper.

"Yeah. Yeah, come on." Peter patted his arm and followed after Hill. "Come on!" he shouted over his shoulder when Ned still didn't move.

Ned started, and ran after Peter.


	7. Terminal 4

**7**

_GROUP TEXT – Ned, MJ, Peter_

_Ned: Hey MJ we actually can't do the project rn don't come over_

_MJ: Why?_

_Ned: ..._

_Ned: ..._

_Ned: ..._

_Ned: ..._

_Ned: ..._

_Peter: May's really sick_

_Peter: And we don't want you to catch it_

_MJ: We? Ned's screwed too then?_

_Ned: ..._

_Ned: ..._

_Ned: No I left too_

_MJ: Too?_

_Ned: I mean I LEFT_

_Ned: The too was a typo_

_Ned: Peter's still there of course_

_Ned: With May_

_Ned: Because she's sick_

_Peter: Yep_

_MJ: Okay, men, chill_

_MJ: I'll just do the report._

_Ned: :)_

_MJ: ...  
_

_MJ: But we're talking about it tomorrow at lunch_

_._

_._

* * *

.

The car ride was silent. Peter's heel drummed restlessly against the floor mats as he stared out the window. He was dressed entirely in the suit except for the mask, which he held loosely in his hands.

From the backseat, Ned leaned forward in his seat, straining against the seatbelt, and broke the silence to address Agent Hill. "Have you ever killed anyone?"

Peter twisted around in his seat. "_Ned_," he hissed.

"What? I thought I may as well ask," Ned said, but he had the decency to look embarrassed.

Peter looked back at Agent Hill. "How'd you find him? Silenzior?"

Before Hill could respond, something beeped in the car. Peter's eyes went to the front windshield, where a blueish-tinted graphic had popped up in the lower left-hand corner of the glass.

There was no ID attached to it, but Hill seemed to recognize the number. A frown formed between her eyebrows. "Go to secure line," she said aloud. She touched a finger to her earpiece as the car automatically transferred the call. "This is Hill. Go."

Peter looked at her. As usual, he could just barely hear a faint buzzing from the other end of the line, but he couldn't make out any words.

Hill's lips compressed. Shifting the car into a different gear, she lifted her foot off the gas and made a sharp U-turn.

"Agent Hill, what's – whoa!" Peter's hand smacked his window as he nearly slid sideways into his door. "What's going on?" Eyes wide, he watched her expertly navigate through traffic.

"Silenzior's on the move." She glanced in the rearview mirror. "We have a confirmed location at JFK."

"The airport?" Peter asked, frowning. "Why's he going there?"

Hill's response was short, blunt: "High body count."

Peter's heart sank. She was right. There were thousands of people there.

"JFK is _huge_," Ned said, echoing Peter's thoughts.

"It'd send a message," Hill said, raising her eyebrows. "He's looking for a bigger audience. Worldwide."

Peter looked out the car window, biting his lip.

.

.

* * *

.

.

Hill pulled into a parking bay and turned off the car. "This is as close as we can get you."

Peter was already pulling on his mask. "Don't worry, I got it."

"We'll stay in contact with you," Hill said, tapping something on the car's screen. "Head for Terminal 4. The highest body count will be there." She glanced up at the building in front of them. "Should be a relatively straight shot there."

"Terminal 4. Got it," Peter repeated, looking at the building too.

"Be careful, Peter," Ned said from the back seat.

Peter pulled the mask on and got out of the car, slamming the door shut after him.

Silence filled the car.

Ned leaned forward. "Can I sit up front?"

Hill looked at him as if she had forgotten he was there.

.

.

* * *

.

.

Peter entered the airport through an access hatch on the roof and, at Hill's guidance, made it down into a main hallway without meeting security. He now crept along the silent hallway, staying close to the wall.

Ned's voice suddenly came into Peter's ear, fast with excitement. "Peter, this car is _insane_! They have a personal live satellite feed, like, _in_ the car."

Peter grinned to himself.

Hill spoke up, cutting Ned off. "Left here, Peter. You should be at the terminal now."

Peter turned the corner, and sure enough, there was a set of sliding glass doors just ahead of him. As he broke into a trot, the doors slid open, and he stepped out onto an elevated platform.

There was a _lot_ of people here. Noise swelled up from the crowds in an almost tangible babble. A gentle robotic voice sounded overhead, echoing throughout the huge space, announcing arrivals and departures. Peter glanced quickly left and right, trying to take in the scope of the space. Fortunately, he could overlook nearly the whole terminal from here. He narrowed his eyes, trying to focus.

"Peter," Karen's voice suddenly prompted him. His HUD highlighted a corner of his vision, and he looked up.

There was a man in the rafters of the ceiling. Peter hadn't noticed before, but white metal struts arced over the entire terminal, hanging just below the ceiling.

The man was pacing, carefully, back and forth, looking down on the crowds below.

Peter caught his breath. _Okay_. Nothing had happened yet. As quickly as he could, he webbed up onto the white structure as well and started swinging towards Silenzior.

He landed on a wide metal strut that was parallel to the one Silenzior stood on. The man was still turned away from him. "Miss your flight?" Peter asked, having to raise his voice over the din.

Silenzior turned sharply, as if Peter had surprised him. Once again, Peter faced that creepy mask; the sealed mouth, the deep black eye sockets.

"Spider-Man," Silenzior said.

"I thought you wanted the Avengers," Peter called over. "What're you doing _here_?"

"The Avengers were step one," Silenzior answered calmly. "We've moved on to step two."

Uh-oh. "What's step two?"

"It won't matter to you." Silenzior flexed his hands. "You're already too late."

"Too late? Nothing's happened yet," Peter said, but he suddenly realized that Silenzior was holding up a hand. That same black smoke swirled around his closed fist.

Without another word, Silenzior took a step backward and dropped off the strut.

Peter's eyes snapped open. "Whoa –!" In one move, he leapt forward onto the strut that Silenzior had been standing on and shot a web down at the falling man.

The web latched to Silenzior's chest, and the full weight pulled hard against Peter's arm. Grunting, he braced his feet wide on the strut, grabbing the web with his other hand for support.

"What – are you – doing?" he asked between grunts.

At the end of the web, Silenzior twisted around to look at Peter. His expression was unreadable through his solid mask.

Summing the black smoke into his hands, he fired a blast upwards.

"Gah!" Peter was forced to let go of the web as he scrambled backwards to avoid the blast. The black smoke just barely missed him and sailed up to the ceiling, where it sizzled into the metal roof.

Eyes wide, Peter twisted to look over the edge of the metal strut.

His webbing had caught Silenzior about halfway down, so the man had dropped the rest of the way safely. He was getting to his feet.

Peter blew a relieved breath out his cheeks and fired a web at the ceiling. Using it to rappel down to the ground, he landed just a few feet away from Silenzior.

Silenzior looked up. "You shouldn't have interfered," he said in his usual low murmur.

Peter still felt a little out of breath. "What, you _wanted_ to die?"

What sounded like a chuckle came from Silenzior. "It takes a lot more than that to kill me."

Peter opened his mouth, then closed it. What _had_ he been trying to do, then?

A second later, he had his answer, as Silenzior summoned the ashy smoke into his hand and fired it.

Peter dodged it easily, but then jumped as he heard someone scream behind him. Startled, he twisted around.

The blast had only decimated an ATM, but all of a sudden Peter noticed all the people that were standing _behind_ it.

Suddenly, reality struck his gut. This was exactly what Silenzior was here for. This was getting dangerous. He gave a quick glance around, searching for a less densely populated area. That wasn't going to be easy – there were _so many_ people here.

His gaze lifted.

There, above the crowds – another elevated terminal platform, but this one was under construction. Yellow plastic tape sectioned off the escalators on both sides from the rest of the airport, effectively blocking anyone going up or coming down.

It was elevated, and it was vacant. _Perfect_.

Peter fired two webs on the ground, leaned backwards against them, and slingshotted his body forward. He lunged for Silenzior feet-first, and his heels struck the man's chest hard.

As Silenzior fell backwards onto the floor, Peter grabbed him around the chest. "Yoink!" Hauling the man's weight up with one arm, Peter shot a web at the ceiling and pulled both of them up to the elevated platform.

They landed heavily – they had to be over three hundred pounds combined – and Peter rolled to take the brunt of the fall off his shoulder.

.

* * *

.

.

In the car, Ned frowned at his laptop. "Um, Agent Hill?" he said. "This doesn't look right." He typed in a command. "Some kind of warning was issued across the whole airport. They're having everyone rerouted to Terminal 4."

Hill looked over.

Ned turned his laptop so she could see it. "Like, _everyone_."

Realization dawned on Hill's face. She quickly tapped something on one of the car's screens. "Give me a thermal read."

Immediately, an aerial skeletal blueprint of the airport emerged onscreen, along with a live image feed of the thermal scans.

The red dots were amassing in Terminal 4.

"Wait, Silenzior did that?" Ned asked, his eyebrows knitting together. "How? Peter's been with him this whole time."

"_He_ didn't," Hill muttered. She opened the com to Peter. "Peter, report."

Nothing.

Hill pressed her lips together. "Damn it. Signal's being blocked."

Ned looked at her. "Blocked by who?"

Hill ignored him, her mouth set in a grim line.

HEL was here.

.

.

* * *

_._

_._

_A/N: Thanks to citylily for your reviews! :)_


	8. In Which Peter Screws Up A Little Bit

**8**

Peter rolled to his feet.

His head was ringing with the impact, but he quickly stumbled up to a vertical position again. Shaking his head, he looked up.

Silenzior had landed a few feet away from him, and he too was getting back to his feet.

"Nope!" Peter said, accidentally aloud, as he raised his hands and shot two webs.

The webs caught Silenzior's hands and pinned him backwards to the wall.

Peter puffed a relieved breath out his cheeks. Straightening up, he started walking towards Silenzior.

He threw his hands up in a "what the heck" kind of pose. "What are you trying to do, anyway?" he asked.

Silenzior had angled his head down towards the floor. Peter bobbed down into a crouch in front of Silenzior. His head tilted to one side as he narrowed his eyes, trying to see into Silenzior's eyes.

He couldn't see anything; either there was some kind of a mesh screen inside the guy's mask, or he was closing his eyes. Peter secretly hoped it was the latter, because it was a lot funnier.

"Cool powers," he said. "How are you doing it?" He watched Silenzior, hoping for a response. When none came, he continued anyway.

"You really don't like talking much, do you? Huh. Makes sense."

Shaking his head, Peter got back up to his feet and took a step back. "I gotta call Agent Hill."

Finally, Silenzior spoke. "It's the noise."

Peter paused, his hand halfway to his earpiece. He turned around, his hand lowering. "What?"

Silenzior's head was still angled towards the floor, but he continued in the gentle, low tone that Peter had grown used to.

"Our world's brought a lot of attention to itself, Spider-Man," he said. "Ever since Tony Stark began parading himself around in that suit, the threats to Earth have grown. Alien attacks. Intergalactic visitors." Silenzior looked up, and Peter had to look into those weird deep eye sockets again. "You and your Avengers have made a lot of _noise_."

Peter stayed silent, listening.

"I'm just putting out the fire while I still can."

Peter shook his head, closing his eyes as he tried to understand this guy. "Why now?"

Silenzior's head shifted to look at something behind Peter, then angled back. "Because the world changed while our heroes were away," Silenzior said. "It's time you caught up."

Peter's eyes widened.

_Behind you!_

He spun around, just in time to catch the fist headed straight for his head, and came face-to-face with Jason King.

"Wait, _you_?" he asked as he grappled with the man's fist.

"In the flesh," King said back. "Been a while, right?" He shook off Peter's grip and took a step back.

Peter took a step back too, feeling his head spin. King looked about the same as what Peter remembered from their first encounter – a shadow of a beard, icy blue eyes, close-cut hair. The scar running along his jaw.

King head tilted to one side, mocking. "You look surprised. Didn't SHIELD tell you?"

Peter cleared his throat. "I thought – SHIELD said you guys were –"

"What, in prison?" King finished. He chuckled darkly. "Goes to show you. What SHIELD doesn't want you to know, you won't know."

_Yeah, I guess so._ Peter didn't say anything, his mind racing.

King paused. "Guess they didn't tell you about everybody else, then, too, huh?"

Peter blinked. "Everybody else?" he repeated.

"Thing is, we're on a timetable, Parker," King said, his voice level and calm. "And you're slowing us down."

Hearing noise behind him, Peter spun around, and his eyes widened. A whole mass of other agents – HEL agents, he supposed – flooded into the platform and closed over Peter like a wave. "Whoa –!" He was enveloped into the mob within seconds, and he had to get his bearings quickly as they began attacking him.

Through the mass of bodies, Peter caught a glimpse of King – he was kneeling down to free Silenzior's hands.

"No!" Peter shot a web up at the ceiling to pull himself up and out of the mob. As he sprang upward, however, one of the men caught him by the foot in an iron grip.

Peter's body jerked two separate ways for a second, like a puppet caught against its own strings, and the muscles in his arm wrenched against the shift in momentum. With a yelp, he lost his grip on the web and fell back down to the floor.

The men closed over him again. Letting out an aggravated grunt, Peter scrambled to his feet as quickly as he could and kept fighting them off.

"Peter?" Agent Hill's voice suddenly sounded in his ear. "Peter, do you cc-ppp-_kchh_\- ssss–"

"Agent Hill!" Peter said aloud. He ducked out of the way of another punch. "Agent Hill, hey, hello?" But her com had dissolved into staticky garble. Something was interrupting the feed.

Growling in annoyance, Peter kept fighting against the agents. They were strong, and there were a lot of them – Peter counted at least ten, but it was kind of hard to keep track when ducking and swerving out of the way.

"Behind you, Parker."

Peter spun around at the sound of King's voice. He saw King pull one arm back, his hand forming a fist. It was an obvious punch, and Peter caught it easily, a little surprised.

Suddenly, though, he felt King's closed fist open up beneath his grip. King's fingers wrapped around Peter's wrist and pulled it down sharply.

He clicked something over Peter's wrist, like a handcuff, and it latched into place. "Sorry, kid."

Peter quickly stepped backwards, startled more than anything else. He looked down at the thing King had just fitted him with.

It was a slim metal band, no thicker than Peter's pinkie finger. As he looked at it, the band illuminated in blue, and the metal seemed to come alive as it swiveled tighter around his wrist.

All at once, electricity shot over Peter's skin. "Aaaughckk –" he spluttered. His back arched as his body locked up, and he half-stumbled, half-slid down to the floor, twitching. It was like the electricity from a taser. Not that he'd ever been _actually_ tased, but he imagined it was a lot like this.

"Alright, we've done our part," he could hear King say. "Let's get out of here before the smog settles."

"What about him?" one of the other men asked, and Peter knew he was talking about him.

There was a pause. "Not the mission," King said.

Peter heard their footsteps start to lead away, and he gritted his teeth in frustration.

_They're – getting – away._

Still twitching, he managed to roll over to one side. Summoning all his strength, he smashed the wristlet against the floor. It pinged harmlessly against the polished tile, and he gritted his teeth and tried again, raising his hand up higher and bringing it down with more force this time.

This time, the band sparked, disengaging the electricity.

Peter gasped as the shocks stopped. Shakily, he flipped himself over and stumbled unsteadily to his feet.

"Peter?" Agent Hill's voice came into his earpiece again, this time a lot clearer. "Report. Can you hear me? What's your status?"

"Agent Hill," Peter said back. His voice felt sticky. "I'm – uh –" He pressed the heels of his hands into his eyes, trying to think. "They got away, but –"

"Peter. Do you have eyes on Silenzior?"

_Silenzior_. The words sent realization crashing through Peter's head. He twisted left and right, scanning the platform. "I – what? He was just here –"

His attention was pulled in the opposite direction by screams.

"He's gonna jump!"

"Don't do it!"

Still dizzy, he spun around, trying to see what the commotion was about. Following the gaze of the rest of the crowd, his eyes raised to the ceiling.

Silenzior had made it up to the ceiling struts again. Peter had been too preoccupied to notice.

His mouth opened. "Oh, my God."

It was worse than everybody thought. If Silenzior dropped –

He broke off the thought. He had to get up there. Straightening up, he went to shoot a web at the ceiling, but he was too late.

Silenzior took a step forward and dropped. Black smoke trailed from both hands like the tail of a comet.

He hit the floor, and the building thrummed. Thick black smoke erupted from the floor, like the fallout of an exploded bomb. As Peter watched, it started spreading, faster and faster.

Screams rose in a wave as people saw the smoke coming. Masses of people started running to the edges of the terminal bay, trying to outrun it, but the black smoke was spreading fast, spilling into every corner.

"No!"

The only thing Peter could do at this point was avoid the smoke. He moved backward and pressed himself against the far wall of the airport, raising both his arms to shield his face.

He could hear the screams turning into coughs as people inhaled the smoke.

Then, slowly, the coughs stopped.

Realization sunk through Peter like molten metal. Looking up from his hands, he realized the smoke had dissipated. He ran to the edge of the platform and looked down, feeling loose and shaky. "Oh my God." His hands dragged over the top of his head. "Oh, no."

As the smoke dissipated into the air, Peter could see the people it left behind more clearly.

They all had black X's over their throats, and though their mouths were moving, no sound was coming out.

_Oh, no._

Silence settled over the airport.

.

.


	9. With a Little Help From His Friends

**9**

Peter barely registered SHIELD coming into the airport. Barely registered the agents coming in, the masses of people swarming below him, the warnings echoing over the PA system.

His mind was ringing in the silence Silenzior had left behind. It was uncanny – there were so many _people_, all gathered in one place, and yet there was so little sound. Just the scuffles of feet against the floor.

He'd really screwed up.

"You alright?"

A voice broke into his thoughts, and Peter lifted his eyes.

Nick Fury stood in front of him, one hand in his pocket, looking at him with concern.

"SHIELD'll be taking on a lot of the damage control," Fury said. "We're about to have a lot of angry people missing their flights, but we'll need to take them in to –"

Peter found his voice. "Why didn't you tell me?"

Fury stopped. "About what?"

"About King." Peter gritted his teeth and swallowed. "About all of them."

"Not here, Parker," Fury warned, but Peter backed up a step, not listening.

"They got _away_," he snapped. "Again." He ran a hand over his head, roughly, and was suddenly glad for the mask. Fury wouldn't be able to see his emotion through it. "And I couldn't stop them, because I didn't even know they were _back_."

"SHIELD didn't want you to know," Fury said.

"Why not?"

"It didn't seem right to burden you with that just yet," Fury said quietly. "Besides, if you knew HEL was out, you'd have been right out there looking for them, messing with SHIELD's operations."

Peter's voice raised a little. "If I knew _they_ were gonna be here –"

"You would have what?" Fury interrupted, but Peter wasn't going to be shot down. Not this time.

"I would have been more prepared," he bit out. "Maybe I could have stopped them."

Fury folded his arms over his chest. "Maybe you're right," he said.

"This is what you were trying to tell me," Peter said. "Right? The other night, you told me to watch my back because I don't know who could be out there?"

"It seemed best to keep you on the periphery of this," Fury said, his voice low. "Maybe it was a mistake –"

"Yeah, maybe it was," Peter said.

Fury's voice hardened. "Watch it, Mister Parker."

Peter shook his head. He just couldn't believe SHIELD hadn't told him. He'd trusted them. It seemed so stupid in hindsight now; he should have been paying more attention. Worked it out himself. "I gotta go," he muttered.

"Are you hurt?" Fury asked as Peter strode away, like a last resort to get him to stay.

"I'm taking a mental health day," Peter muttered sarcastically over his shoulder as he walked away.

.

.

* * *

.

.

Agent Hill stood at the car. She'd obviously been informed of what had happened, but she didn't mention anything about it.

"Need a ride?" was all she said, but Peter shook his head as he walked past.

"I'm going home by myself, thanks. I don't need your help."

Ned's face appeared in the car's back window, and Peter stopped short. "Oh, right." With everything that had happened, he'd honestly forgotten that Ned had come along with them. "Um –" He spun around to face Agent Hill and pointed at Ned inside the car. "I don't need your help, but he actually does, so you can take him home, right?"

Hill's eyebrows arched. "Excuse me?"

"Thanks. Hey, Ned, I'll see you later, okay?"

Hill watched Peter go, an incredulous expression on her face. Scoffing, she shook her head.

Ned slid down his window and looked up at Hill with an excited expression. "Does this mean I can sit in the front?"

.

.

* * *

.

.

Peter eased himself through his bedroom window and pushed it closed with the heel of his hand. Letting out a breath, he let himself fall onto his bed.

"Peter, is that you?" May's voice came muffled through the door.

Peter didn't raise his head. "Yeah, I'm back, May."

The door cracked open, and May's head poked in. "You're decent, right? Good." Opening the door wider, she came all the way inside his room.

Peter sat up. "Now's really not a good time, May," he said, but she came in anyway, tiptoeing over to his bed.

"I didn't see you come in," she said.

"Yeah – window," Peter said, to explain it.

May's gaze skimmed over the Spidey suit. "Oh. You were on patrol. Good, okay." She seemed a little distracted. "So, hey." She leaned in closer to Peter's face, meeting his eyes. "You have a _visitor_," she said, raising her eyebrows for emphasis.

_A visitor_. . . . Peter's mind kicked into high alert. He sat upright, his heart starting to pound. "What – who?" His mind ran through the possibilities, each one worse than the last. _Oh my God, King found me_.

"And she also won't leave," May continued, a fake smile plastered on her face.

The panic faded. Peter's mouth opened, then closed. It clicked in his head. "Wait, you mean. . . you mean MJ?"

May raised her eyebrows like a silent _yes_.

"MJ's _here_? Why?"

May threw her hands up. "I don't know! I tried to ask her what she wanted but she just said she needed to wait for you."

"Aw, man," Peter groaned, standing up from the bed. He started towards the door.

"Uh, hey. Superman." May caught him by the arm. "Time to be Clark Kent, don't you think?" she stage-whispered.

Peter looked down. He was still wearing the Spidey suit. "Right. Yeah."

After a quick change of clothes, Peter took a deep breath and ducked into the hallway, making his way toward the front of the apartment.

"Hey, MJ." Peter hesitated in the doorway, a solid ten feet away from MJ. "I, uh, I didn't realize you were –"

"I didn't see you come in," MJ said, cutting him off.

"Um, yeah, May didn't either. Weird," Peter chuckled breathlessly.

"No, I mean I didn't. . . _see_ you," MJ said, and pointed to her left.

Peter followed her finger and frowned as he realized she was sitting in full view of the apartment door.

_Oh_. "There is a. Back. Entrance," Peter said in two parts as he came up with each part of the lie.

MJ stared at him. "A back entrance," she repeated.

"Yhmm-hmm," Peter said, closing his mouth so he wouldn't say anything else.

"On the _eighth_ floor."

Peter audibly cleared his throat and crossed his arms. "Hey, so what are you doing here, anyways?"

It was MJ's turn to look a little self-conscious. She stood up from the couch, absentmindedly tugging the sleeves of her jacket further down her arms, and cast her gaze down to her shoes. "Actually," she said, "I came by to pick up the project."

Peter frowned. "What, you mean – our science project?"

"Yeah," she said, avoiding his eyes. "Cloaking, right?"

"Yeah, Ned and I were just working on it before, but why do you want it?" Peter asked, puzzled.

MJ opened her mouth, closed it, and tried again. "I just thought maybe I could help out, you know. Ned and I can finish the project or whatever."

"Why?"

"You just. . . ." She shrugged one shoulder. "You seem a little stressed out lately."

Peter crossed his arms over his chest, hiding his hands. "What do you mean?"

"'May's sick?'" MJ said, her eyes squinting up the way they did when she thought someone was lying. "'And we don't want you to catch it?'"

Peter groaned lightly. "Yeah, that was stupid."

"If you're stressed out, or if you just need some time, we can help you," MJ said. "I mean, it was just a couple months ago."

Peter suddenly realized what she was saying.

MJ finished in a rush, seeming to realize how her words sounded. "And, anyway, I just realized I never said sorry."

"Sorry?" Peter echoed.

"About – you know." She gestured with her hands. "Tony Stark. I know you liked interning for him."

"Yeah," Peter said, the words sticking in his mouth. He swallowed. "Yeah, I did."

He felt MJ's eyes on him, watching him. He cleared his throat. "Look, but you don't have to look out for me," he said. "I'm, _really_, I'm fine."

MJ let the silence hang in the air for a second, like she was analyzing his words, and finally seemed to accept them. "Okay, then," she said, her voice a touch too bright. "Cool. Okay. Guess I'll just –" She took a step in the general direction of the door, "go."

"Hey," Peter said, stopping her. "I – thanks, you know. For offering."

"Yeah," MJ said. She flashed a quick, guarded smile and turned to leave.

As she walked to the door, Peter followed her at a distance, desperately wracking his brain for something else to say. MJ unlocked the front door and opened it, but then seemed to hesitate in the doorway.

Turning around, she took a step forward and hugged him.

It was quick and brusque, like a slap around his entire torso, but he was so startled he didn't really feel it.

She pulled away just as sharply as she'd come forward. "Hang in there, okay, Parker?" she muttered towards the floor.

"Yeah," he said, struck dumb, but she had already turned and left. Her footsteps echoed in a quick pace down the hall, and he heard the ding of the elevator.

Propping a shoulder against the doorframe, he processed what had just happened.

Slowly, a wide, dumb smile spread across his face.

.

.

.


	10. Veering Into Trouble

**10**

TEMPORARY SHIELD HEADQUARTERS

LOCATION: CLASSIFIED

"Before you go running off into battle again, I want you to see something," Fury said. "Thought it might be of interest to you."

Peter nodded, even though he knew Fury couldn't see him – he was following behind the Director, keeping up the man's swift pace.

When he got no response, Fury turned his head to look at Peter without breaking his stride. "Or are you still sulking?"

Peter ignored the jab. "What did you have to show me?"

After a moment, Fury turned to face front again and answered over his shoulder. "You'll see soon enough."

SHIELD had summoned Peter with a phone call, and he'd been led (via the coordinates he entered into Karen's GPS system) to a nondescript concrete building. The outside was unassuming, but on the inside was actually a temporary SHIELD base. According to Fury, this was where SHIELD was housing the people who had been struck by Silenzior's silencing blast. Peter was now following the Director down winding hallways, heading towards the back of the building.

Peter reached up to scratch his ear. Or at least, he pretended to.

Peter was a little jumpier than normal. He'd done something that was probably pretty stupid, but under the circumstances, he thought it was best.

Not too long ago, he'd discovered that Karen was equipped with more powerful decryption and hacking software programs than he'd thought. So, just before he'd entered this SHIELD base, he'd enabled every program that Karen had available, asking her to download everything SHIELD had on HEL.

He couldn't trust SHIELD to tell him stuff anymore. So, he would find out himself.

Walking a few paces directly behind Fury, he secretly thumbed his hidden earpiece. "Karen?" he whispered now, almost completely silently. He'd asked her to update him on the progress.

"Still working on the firewalls," she said back, her voice low in his earpiece.

Peter nodded silently to her. That was pretty much what he'd expected.

"SHIELD's working on a majority of the damage," Fury continued, and Peter quickly pulled his hand away from his ear. "We're still running diagnostics on the affected. Seems that that blast somehow paralyzes the vocal chords. Are you paying attention, Parker?"

"What?" Peter snapped to attention. He thought he'd heard Karen say something else, and hadn't even realized he'd been tuning out. "Yeah, yeah. Of course."

Fury stared at him for a minute, letting his gaze burn into Peter's face. "Good," was all he said after a minute. "Because I'm going to need you to pay attention and stick close."

They had stopped in front of a concrete door. Peter realized he could hear noise on the other side of the wall, the collective noise of a lot of people gathered into one space. His heart rate picked up a little, wondering what was behind there.

Fury pushed the door open and strode through. Peter followed him, straight into the swell of noise.

Instantly, all the thoughts of the hack left Peter's mind. They'd entered into a huge space; it seemed to be some kind of warehouse. Large sheets of cloudy plastic had been hung from the ceiling and taped to the floor, forming flimsy makeshift walls all over the space. Dozens of people, mostly SHIELD agents, darted in and out of the sheets. Bright white LEDs illuminated in all in harsh brightness, and it took Peter's eyes a second to adjust.

When they did, he realized he'd fallen behind Fury, and trotted quickly to catch up. "What is all this?" he asked, raising his voice a little.

"I thought I told you SHIELD was working on damage control."

Peter dodged out of the way of an agent who was rushing past. "Wait, these are all the people from the airport?" he asked. He tried to angle himself to catch a glimpse behind a plastic sheet, but he couldn't make anything out.

"How many did you say there were again?" he asked, but suddenly they passed an open area. No longer blocked by the plastic sheets, Peter could see them clearly. He stopped in his tracks for a moment, shocked.

There had to be hundreds of people here, all with black X's marked on their throats.

Some were sitting on gurneys, some were on the floor, some were up and pacing. Others were just leaning against whatever was closest to them. They all had a glazed kind of expression in their eyes. And, of course, they were all completely silent.

Fury seemed unfazed, but Peter was having a hard time grasping what he was seeing. And what he was hearing – for all the people that were gathered in one space, it was so. . . _silent_.

"Parker, come on." Fury's voice came from up ahead of him.

Peter broke his gaze away from the crowd. He had to fix this.

He hurried after Fury. He licked his lips, feeling his throat was dry. "Look, Director Fury –"

"There's someone I want you to meet," Fury said, cutting him off before he could speak.

Peter looked to where Fury indicated. Standing in one of the narrow hallways created by the plastic sheets was a young woman, talking to a little girl on a bed. She was kneeling in front of the gurney so as to be eye-level with the girl.

Hearing them approach, the woman glanced over at them, her dark blonde hair swinging out of her face.

Peter stopped short, a ghost of a grin coming over his face. "Hey, it's. . . wow. You're – you're Captain Marvel, right?"

She gave a small smile and straightened up. "That's me." Her head tilted as she studied Peter through slightly narrowed eyes, and her mouth lifted into a smile. "It's Parker, right?"

"Yeah. Peter. Parker." Peter shook her offered hand.

Fury looked between the two of them as they pulled apart. "I take it the two of you've met?" he said.

"It was more of a hasty acquaintance," Captain Marvel said without taking her eyes off Peter.

Fury pursed his lips. "Alright, well formally, Danvers, this is Peter Parker. Peter, this is Carol Danvers." He waited a second. "Or did you already know that too?"

"Captain Danvers," Peter said by way of an answer. "It's an honor to meet you up close. I mean, to see you up close. At least – not while we're being shot at."

She smiled. "Agreed."

"So, what are you doing here?"

"I called Captain Danvers in," Fury said.

Carol made a scoffing sound. "That's cute, Fury. I've been onworld for two days now. You're just lucky I don't have to stop another world implosion right now."

"Lucky for that," Fury agreed.

"You stopped a world implosion?" Peter asked in a slightly-hushed tone.

"Twelve, actually," Carol said. "Courtesy of a reckless inter-dimensional being with a penchant for popping planets like balloons. But that was just Tuesday." She gave Peter a wry smile. "How's your week been?"

"I – obviously better than yours," Peter said, breathing out a nervous chuckle.

Carol's smile faded. "I wouldn't say that," she said, and she glanced around to indicate the silenced people. "You're dealing with quite a mess here yourself."

Fury nodded his head upwards. "Let's go somewhere quieter," he said.

.

* * *

.

"What's HEL's involvement in it all?"

"Crowd control," Fury said. "They can manipulate whatever they want to get large groups of people together in one spot, make an easy target for Silenzior."

Peter nodded. They'd moved into an inner room, one that actually had walls instead of plastic. Fury and Peter were sitting in the chairs around a table.

Carol stood a little ways away in the corner of the room, swiping through information on a data pad on the inside of her wrist. She glanced up at the mention of Silenzior.

"Speaking of," she said. She nodded her head up at Peter. "What species is he?"

"Um." Peter hadn't really considered that Silenzior was anything other than a human. "Human, I think."

She nodded her head, as if she were expecting that. "If he's human, he probably doesn't know how to control powers like this."

Peter looked up at that. "Wait, you've seen this before?"

"I've seen something _like_ this before," Carol said.

"As she can tell you, Miss Danvers here has had some experience with outer-planetary beings," Fury said.

Peter turned to Carol, his eyes wide. "You think Silenzior's from space?"

"I think his powers are of intergalactic origin," Carol said. "Whether they've been derived from the biology of an alien race or celestial body, I can't say for sure."

Peter's mouth moved silently for a minute. "Oh," he said. He tried again, slowly. "So. . . you think Silenzior's from space?"

Carol smiled, her eyes crinkling at the corners. "Yeah," she said.

"That's great," Peter said, absently at first, but then his face lit up. "You know what, this is great! That means you can handle Silenzior, right? You know how to stop him?" he asked. "I mean, I saw you over Wakanda. You literally destroyed a _tank_. You have the –" Peter gestured with his hands, "– the glowy powers, right?"

Carol grinned at his excitement. "Photon blasts," she corrected.

"Exactly," Peter said, then paused. "Wait, photon blasts? Really? Can I see one?"

"Not," Fury interrupted them, "here. We're trying to deal with one disaster at a time, please, thank you."

"Photon blasts wouldn't do much good anyway," Carol said. "A biological power like this isn't really that simple. You can't just tackle the bad guy and take him down. We need to keep him alive if we want to fix the people he's damaged."

Peter looked horrified. "Oh my God, I wasn't gonna kill anybody," he said as quickly as he could.

Fury spoke up. "Can you fix the people he's already silenced?" He addressed the question to Carol.

"I'm good, but I'm not _that_ good," Carol said back, a touch of amusement in her tone. "We're going to need some equipment that you don't have here."

"But you _can_ find it," Fury said, asking a question without really asking.

Carol looked a little smug. "Oh, without a doubt."

Karen's voice suddenly sounded in Peter's ear. "I'm in, Peter."

Excitement erupted in Peter's chest. "Really?" he blurted, accidentally aloud.

Both Fury and Carol looked at him. Peter froze. The term 'deer in the headlights' suddenly made a lot more sense to him.

"I. Mean. That's really good," Peter said haltingly, patching together the thought as he went. "Right?"

Fury seemed to almost roll his eyes as he turned back to Carol.

"I'm ready to run search for all available SHIELD files on HEL," Karen said, her voice staying low. "Shall I execute search?"

Peter glanced up, looking between Carol and Fury.

"Veylo 4 isn't exactly a quick trip, but it's also our only option," Carol was saying. "Here on Earth, your equipment is a little more primitive."

"I'm afraid this is a potentially hazardous search using a highly advanced protocol. I need confirmation," Karen prodded.

Peter pretended to smooth his hair back behind his ear, pressing the earpiece as he did so. "Mm-hm," he said, keeping his lips closed.

He was trying to be loud enough for his AI to register, but soft enough so that Fury and Carol wouldn't pick up on it.

As if he would be that lucky. Once again, both Fury and Carol looked over at him.

"Do you have something to add, Parker?" Fury asked. It was apparent that his exasperation was turning into irritation.

"Running scan now," Karen said, and Peter's gaze snapped back to Fury. The man was still staring at him through his one eye with an incredulous expression. "No, I just – primitive. Like you said." He actually had no idea what Carol had just said, but he'd caught the last word. He cleared his throat. "Sorry, um, keep going."

Carol turned back to Fury. "Our first priority is to find Silenzior," she said. "Once we do that, we can focus on fixing the mess he's made. And more than likely, the next attack is going to happen within the next seventy-two hours."

Fury nodded. "My thoughts exactly."

A soft beep sounded in Peter's ear. "All files have been downloaded, Peter," Karen said.

Exhilaration flooded through Peter's chest, but he made sure not to make a sound this time.

Karen continued. "We now have all SHIELD files on HEL," she said. "Including several potential locations."

.

.

* * *

.

.

**A/N: huh. well. I guess carol's here now whoops**

**thanks for the reviews, seriously, they make my day every time. y'all are lovely.**


	11. Spider-Man Busted

**11**

It'd _worked_.

Wow.

Peter had all of SHIELD's files now. The rush of exhilaration he felt at first was replaced quickly with nerves, like he'd just been splashed with cold water.

He stood up. "I gotta go," he said.

Fury gave him a look. "We're not finished here," he said.

"You have Captain Danvers now!" Peter said in protest, gesturing to her. "She can help you guys take down Silenzior."

"I suppose you're willing to lend Ms. Danvers your webshooters, then?" Fury said.

That stopped Peter for a second, and he gave Fury a startled, confused look.

"Or weren't you paying attention to that part, either?" Fury asked, raising his eyebrows.

"Look, sir, with all due respect, I can't deal with this on my own," Peter said, gesturing at the door towards the crowds of people outside. "I don't know where to even start."

"You're not _on_ your own," Fury said, feigning a sort of mock puzzlement in his voice. "You're part of the team now. And you have a potentially world-threatening event on your hands, Spider-Man."

"It's in _your_ hands," Peter said, his voice rising in defensiveness. "You don't need me anymore. You have all of SHIELD and Captain Danvers now –"

"But only you can take down HEL, right?" Fury asked.

Peter's mouth moved soundlessly. "No," he said finally. "No, I – I didn't say –"

Fury leaned back in his chair, folding his hands over his stomach. "Isn't that why you've been downloading all our files on them?"

Peter froze. Fury might as well have said _Busted_.

"Sorry, _secretly_ downloading," Fury added.

Carol looked between them but didn't say anything.

"Believe it or not, we've upped our security since Stark broke into it the first time," Fury said.

Peter grimaced. _Whoops_. Of course – his suit was fairly new, but Tony's programs would probably already be outdated by SHIELD's software.

Fury got up from his chair, sliding something out from his front lapel pocket. "I'll go ahead and erase those from your AI's databanks now," he said. Taking a few steps forward, he held the pen-sized device up to Peter's ear and pressed something on it.

A high-pitched whine sounded in Peter's ear, like microphone feedback, and he flinched. He could hear snatches of Karen's voice processor glitch for a few seconds before falling silent.

"Thank you," Fury deadpanned, sliding the device back into his pocket.

"Director Fury, please," Peter pleaded as Fury returned to his original spot, not even sure what he was asking for.

Fury turned around. "You're part of a team now, Parker," he said. "Which means you yield. You desist. You go where you need to go for the good of the _team_."

Peter looked away, clenching his jaw.

Fury leaned forward, bracing both hands against the glass table. "You're going to have to decide if you're really all in or not."

Peter rubbed his forehead with his fingertips, hard. Taking a deep breath, he looked up and met Fury's eyes. "What do you actually want me to do?" he asked quietly.

Fury held his gaze for a moment, not moving, not saying anything. Finally he broke his gaze to exchange a glance with Captain Marvel.

She seemed to take Fury's hint. Matching eyes with Peter, she gave him a nod. "Come with us."

.

* * *

.

"We've come up with a bit of a battle plan, with Ms. Danver's help." Fury tapped something, and a latch inside the wall seemed to open up. He gestured to the wall as a compartment unfolded from it. "Donated by Mrs. Potts."

Peter came closer, blinking against the LED-lit box.

Nestled in the polyethylene foam were hand gauntlets from one of Tony's suits, a matching set.

"Mister Stark's suit?" Peter asked with a frown.

Carol explained. "Number one priority in battle with superpowereds like Silenzior is always the hands," she said. "Disable the hands, and you disable the power. Attack, disarm, seal them off."

Peter pursed his lips thoughtfully and nodded. "Makes sense."

"Silenzior strikes fast and hard," Carol said. She cocked her chin towards the metal case. "So we strike back smarter, not harder."

"These are self-propelled gauntlets," Fury said. "Which means they'll do all the hard work for you." He gestured to one. "We'll need to modify your webshooters so you can fire the anchor points onto Silenzior's wrists. From there, the gauntlets will attach themselves to his hands."

Peter looked up. "And that'll stop him?"

"It'll stop the smoke," Carol corrected. She gave Peter a nod. "Then it's up to you and me to stop him for good."

"Right." Peter glanced back down at the gauntlets. "Yeah."

"We believe Silenzior will be striking next within the next seventy-two hours," Fury said. He raised one eyebrow. "And as your ill-gotten files would have told you, we have a pretty good guess as to where."

Peter looked up. Both Fury and Carol were looking at him, waiting, expectation in their eyes.

Peter's mouth opened and closed, hesitating, searching for words. "Can I have just a second?"

Without waiting for a reply, he turned and left the room.

.

* * *

.

"Hey," Captain Marvel's voice came from behind him, echoing in a strange way around the abandoned lot.

Peter twisted around. He was sitting on a concrete divider, legs braced, his elbows on his knees. He straightened up as she came closer.

"You got a little flustered back there," Carol said. "You okay?"

"I'm just–" Peter hesitated. Shaking his head, he looked away. "I don't know."

Carol stepped over the divider and sat down beside him. She waited for him to talk.

Peter took a deep breath. "Thanos was kind of my first?" he said, accidentally making it a question. "Like, the first _major_, big-league kind of bad guy I ever had to fight."

Carol gave a wry smile. "Rough initiation, huh?" When Peter didn't respond, she added, "You realize we _won_, right?"

"Yeah, but – just –" Peter roughly shook his head and dragged a hand through his hair. "So many people got hurt."

Carol frowned. Angling her head towards his, she tried to meet his eye. "No one else will get hurt now," she said seriously. "Not if you stop this now."

Peter cleared his throat, but his voice still came out husky. "I just don't know if I'm ready for all this again."

Carol let the silence stretch. Finally, after a few long moments, she spoke again.

"You know, I never had – this." She gestured backwards, at the SHIELD base behind them. "The camaraderie, the sense of a team –" She paused and flicked her eyebrows up, looking down at her hands. "Not one I could trust, anyway."

Peter didn't look at her, but he stayed quiet, listening.

After a moment Carol raised her head again. "But you have a real good opportunity here, Parker," she said. "I think Stark knew that somewhere along the line, you were going to need some backup."

Peter blinked. _Backup_. He hadn't thought about it like that.

Tony didn't know he was going to die, but he always had safety nets in place for Peter to fall back on. Sometimes literally, in the case of the parachute above the lake. Tony himself wasn't always there, but his presence was; his safeguards, his protocols, his suits.

"So?" Carol said. Her eyes moved over Peter's face, as if she were searching for something. "You think you're ready for this, Peter Parker?"

Peter took a deep breath. "Yeah," he said. "Let's do it."

.

* * *

.

"_Disaster struck in Queens today, when a masked assailant let off a type of smoke bomb at JFK airport . What initially appeared to be a suicide attempt as the man dropped from the rafters quickly turned into a biological attack of possible alien origin."_

The footage on the TV screen cut to a handheld video, obviously taken with a phone, of Silenzior dropping from the ceiling. Black smoke billowed up from the floor, and the footage blurred away as the holder of the phone started to run.

King watched the news report out of the corner of his eye; it wasn't hard to miss, as he was facing a wall of TV screens projecting the news.

The main media room was dark and warm, humming with the muted noise of dozens of screens.

"Hey, boss," King called out across the empty warehouse. "You're on TV."

Silenzior didn't look at him. "So be it."

King shrugged. "Well, that's what you wanted, isn't it? Get your name out there, get people scared."

Silenzior kept pacing. "We still have work to do."

King regarded the back of the man's head.

Silenzior didn't associate with HEL too much, but King could tell something was off. Normally, he didn't really care about Silenzior's feelings; the man was on the weirder side of eccentric. King himself had never seen him without the mask covering his face. And besides, any person demanding to be called "Silenzior" probably couldn't be classified as totally sane.

Nonetheless, King got up and walked over to him. "What's pissing you off?"

At that, Silenzior's head tilted up. "He came _close_."

King exchanged a glance with Marcus. "What, the kid?" King snorted. "He usually doesn't."

"I don't want him to have the opportunity next time," Silenzior said.

Novikov looked up, interested, and walked over. They were all assembled now; King, Novikov, Marcus, and Silenzior.

King frowned. "Meaning?"

"I want him gone," Silenzior said. "By any means necessary."

King glanced at the other two men, hoping to exchange a glance with Marcus, but he realized that Marcus was nodding silently, his eyes locked on Silenzior.

"Wait, wait, wait." King scoffed. "You're talking about killing him?"

Silenzior's mask angled toward him. "Heroes have always been our problem," he said. "One less. . . ."

Novikov raised one eyebrow at King, like a challenge. "Problem?"

King looked to Marcus. The other man avoided his eyes, and in that second King realized that HEL's MO had changed.

It seemed he'd missed a lot in five years.

"Okay," King said after a long moment. "I'll do it."

"Oh, you'll do it?" Novikov repeated tauntingly.

"Yeah, I will. _Problem_?" King sniped back.

"Enough."

Silenzior stepped between them. His face angled toward King's.

"King. You kill the boy. Be back by tomorrow."

.

.

.


	12. Teamwork Makes the Dream Work

**12**

Times Square looked a lot different from up above.

Peter crouched on the edge of a billboard, peering past the bright neon lights into the street below. There were hundreds of people here, probably thousands, just on the streets alone. Taxicabs crawled along the crowd, honking their horns incessantly as if that would help the traffic.

"You there, Parker?" Carol asked in his ear.

Peter raised a hand to the earpiece in his mask. "Yeah. I'm in position." He glanced along the skyline to his left and right. "You sure this is where he's about to be?"

Fury's voice chipped in from the com in Peter's ear. "Surer than we've been so far.," he said. "Plenty of people around." Peter nodded, making a mental note to remember that Fury could hear everything he said. "I trust you still have the gauntlets, Parker?"

"Yeah. Yeah." In his head, Peter wondered how he could have possibly lost them. The gauntlets weren't nanotech, but his Iron Spider suit was, and SHIELD had been able to construct a kind of nanotech backpack to house the gauntlets. They sat nestled right behind his shoulder blades.

"Make sure to keep an eye on the rooftops," Carol added.

Peter's eyes raised to skim the skyline. Dusk was falling, and the sky was starting to darken, making the edges between buildings and sky blur. He narrowed his eyes, then opened them wide, tempting a headache. "Karen, do we have night vision or anything?"

Instantly, in reply, Peter's entire display flicked to a green shade. He blinked at the sudden change, but his vision was way clearer now. "Whoa – cool." A grin tugged at his lips. "Why didn't you ever tell me about this before?"

"You never asked," Karen replied cheerfully.

Fair enough.

Peter crouched forward until his he had to use his fingertips to brace himself upright. He still scanned the rooftops, but he was already starting to feel bored.

"So, Captain Carol, have you ever seen a black hole?"

"Mind on the mission, Parker," Fury said, like a reprimand.

"Yeah, I know, I'm focused, I'm just asking if –"

"What you're _doing_ is keeping your eyes out for Silenzior," Fury reminded him.

Peter opened his mouth to say something back, but his gaze was suddenly caught by one of the screens lining the buildings below him. A blurred picture of Silenzior's face appeared on one of the screens showing the news. There was no audio, of course, but the words BREAKING NEWS flashed at the top.

"Found him," Peter murmured to himself. He read the words sliding across the bottom of the screen: _Victims of 'Silenzior' attacks DYING_. Frowning, he leaned closer.

Unease stirred in Peter's gut. This time, he addressed Fury. "Director Fury, are you seeing this?"

"Damn," he heard the man mutter. "This is exactly what we were hoping wasn't going to happen."

"What is it? What's going on?"

"This can happen with superpowereds like Silenzior," Carol said. From her vantage point, she would be seeing a different screen of the same news broadcast. "Human biology doesn't always mesh so well with alien powers."

"Why? What – what actually happens?" Peter asked, his mind starting to race; all he could think about was all those people he'd seen at the SHIELD base.

Were all those people going to die?

"Peter," Karen said suddenly.

His concentration broken, Peter looked up. On a building across the road that made up Times Square, there was movement. A man on a rooftop.

Peter's senses switched to high alert. _Back to the mission, Peter, come on_. Leaning closer towards the shape, he narrowed his eyes. He could make out the shape of Silenzior.

"Whoa, okay, here we go. Captain Carol, Director Fury, I see him," he whispered into his earpiece.

Carol's voice turned serious. "Honing in on your coordinates. Can you describe where he is?"

Silenzior was moving, and Peter moved too, edging closer to the lip of the building to see him better. "Yeah, sure." Peter eyed Silenzior. "He's on top of the tall building that has a bunch of lights on it."

Over the com, he could practically hear Fury roll his eyes at the sarcasm, but Peter didn't have time to elaborate.

"Karen, get the anchor points ready," Peter started to say, but then he realized Silenzior had stepped up to the very edge of the building and was about to drop.

"No no no no, switch back, switch back!" he said quickly, and fired webs instead at both of Silenzior's hands.

The webs shot through the air like silver lasers, and latched onto Silenzior's hands. Peter gripped the tail end of both webs, suddenly realizing he didn't have a plan as to what to do next.

He watched as Silenzior took a step back from the rooftop edge, looking down in confusion at his webbed hands. Slowly, the man's head raised, following the line of webbing, and locked on Peter's face.

Silenzior hissed out one word that Peter could just barely hear across the distance: "_You_!"

"Hi," Peter said, still holding onto the webs, like an idiot steering a sleigh.

Taking a step backwards, Silenzior sharply jerked both his hands to one side. The webbing sprung taut, and Peter's iron grip on his webs pulled his entire body forward with a jerk.

"Whoa whoa whoa whoa –!" Peter's stomach dropped as he felt himself pulled clear of the rooftop. He fell through the air like a dead weight, the billboard lights and advertisements whizzing past his vision like neon-colored traffic.

He fired a web blindly, and to his relief he felt it snag something and stretch. His weight caught at the end, and the web caught his weight. His body jerked up in the recoil, and he quickly flattened himself against the building, gripping onto the brick with his fingertips.

"Okay," he panted to himself. "I'm good. Not dead."_ Not yet_.

Pulling his knees up to his chest, Peter pressed his toes onto the brick for support and twisted around to look at the building he'd first seen Silenzior on. He shot a web up to one of the high rises beside it and pulled himself up to the rooftop.

His feet skidded onto the loose gravel of the rooftop, kicking up a spray as he got his footing. Having gained his footing Peter looked around, but he couldn't see Silenzior anymore.

His hand went up to his earpiece. "Captain Carol?" he said breathlessly into the com. "Did you see where. . . ." His voice fell flat as spider-sense screamed in his head to duck.

Dropping his hand from his com, Peter dropped into a duck, and instantly heard a blast of crackling smoke whiz over his head by inches. He spun around and grabbed Silenzior's hand that was inches away from grabbing him.

Their respective masks were inches apart, and Peter was suddenly creeped out to be so up-close-and-personal with the mask again. "Long time no see," he panted.

_Get it? 'Cause you have no eyes?_

Breaking apart, they sparred for a few quick beats. Silenzior was surprisingly quick, and more than one of his strikes landed on Peter's chest and torso. Peter gritted his teeth. Dropping quickly into a crouch, he rolled backwards and sprung back up to his feet, trying to put some distance between himself and Silenzior. He hugged the opposite edge of the rooftop, keeping Times Square's lights within his vision so that Silenzior was facing towards him, away from the busy street.

"What's the matter? You have somewhere to be?" Peter taunted.

Without reply, Silenzior shot a blast at Peter's feet, making him spring out of the way.

"Yike!" Windmilling his arms out for balance, Peter spared a quick glance behind him, taking in the busy street far below his heels. "Whew. That was close."

As he spun back around, his throat connected with Silenzior's open fist. The man's fingers locked around Peter's neck and tightened.

"Do you ever stop talking." Silenzior's voice came in a low, annoyed growl. He slowly raised his arm, lifting Peter's feet clear of the gravel.

"Sometimes," was the only comeback Peter could come up with as he felt his lungs shriveling up in his chest. Good quips required oxygen. "Ack –" He squeezed his eyes shut as his fingers scrabbled against Silenzior's grip.

"Drop the spider if you want to live."

Carol's voice came to the left of them.

Both Peter and Silenzior turned to look at her. She had one arm up, her fist aimed at Silenzior's head, her skin swirling with white-hot liquidy energy.

"You brought a friend, Spider-Man," Silenzior said without looking back at him. Peter's eyeslits narrowed on his mask as he tried to drag in another breath.

"His _friend_ is about to vaporize you if you don't listen," Carol said, her voice almost casual. "I said, drop him."

Peter's eyes darted from Carol to Silenzior. Pursing his lips in determination, he gathered his strength and curled his legs underneath him, then kicked Silenzior in the jaw.

The grip on Peter's throat faltered as Silenzior reared back, taken off-guard by the attack. Peter dropped to the ground and rolled away, coughing.

Silenzior recovered too fast. Spinning around, he lifted his arm and fired a blast of black smoke directly at Carol.

She dodged it easily, but the next blasts came quickly, one after the other, all firing on her. Elbows together, she took the brunt of each blast, her bluish-gold-colored energy flaring against each attacks.

Still low to the ground, Peter was able to slip away unnoticed. He webbed himself up onto a higher neighboring building to get a better vantage point. Gripping onto the side of the building with both hands, he twisted around.

Carol's brilliant blasts of yellow collided against Silenzior's dirty black smoke. It made an impressive display, kind of like bizarre fireworks. Carol held strong, barely budging against the onslaught.

Peter gasped to catch his breath. "Karen, anchor points!"

"Ready when you are, Peter."

In one motion, Peter aimed and fired his webshooters at Silenzior's wrists. Two slim black things, like darts, flew towards Silenzior's wrists. As they hit his arm, they snapped open, forming thick black bands around his wrists.

The black smoke fizzled away as Silenzior stepped back, looking at his hands. "What is this?" he hissed. His head whipped around and focused on Peter.

Peter caught his breath. "Deploy gauntlets!"

Immediately, he felt the nanotech panels on his back open up and fire the wrist gauntlets. Lighting up like rockets, the two gauntlets flew toward Silenzior.

Silenzior was raising his arms to fire a blast of smoke at Peter when the nanotech closed over Silenzior's hands. The shiny red and gold metal assembled tightly over his fists, locking them together, encasing his powers.

Peter felt a rush of exhilaration. That part of the plan, at least, had worked. He dropped back down onto the rooftop.

With one fist, Carol fired a photon blast at Silenzior's midsection, and in a flash of light Silenzior fell to the ground. There was a cut-off cry, and the man fell heavily to the ground.

"Oh. Hey." Still catching his breath, Peter stared at Silenzior's prostrate form, sprawled out on the gravel. "That worked?"

Carol looked up at him, then down at the data pad on her wrist. "You sound surprised."

Peter opened his mouth, then shrugged as he searched for the words. "Things don't normally work out for me," he said finally.

Raising her head again, Carol flashed him a quick grin. "Guess it's your lucky day, Parker."

"Yeah." Peter couldn't stop staring at Silenzior. "Guess so."

Pressing something on the inside of her wrist, Carol raised her hand to her mouth. "Fury, we have the target in custody. We're clear here."

.

.

* * *

.

.

TEMPORARY SHIELD HEADQUARTERS

LOCATION: CLASSIFIED

Silenzior was taken into an inner room of the SHIELD base, a room Peter hadn't seen before. The walls were thick, probably bulletproof and blastproof or something, with just one viewing window of thick glass.

Peter, Fury and Carol stood on the opposite side of the window, watching the scene inside.

Silenzior had been strapped down to something that couldn't quite be called a seat – it was more like a berth, mostly upright, with the slightest angle backwards to give the impression of reclining.

SHIELD agents locked his hands into thick restraints, fully enclosed, encasing his hands. Silenzior wasn't putting up much of a fight; Peter couldn't tell if he'd been sedated on the way over.

"So what happens now?" he asked, glancing sidelong at Fury.

"Now," Carol said, holding up a slim cylindrical device, "we get our blood sample."

Peter furrowed his eyebrows, like asking a question.

"Certain otherworld technology is more advanced than ours," Fury answered before Peter asked. He nodded at the vial Carol held.

"And they'll be able to synthesize a sort of –" Carol pressed her lips in thought, "anti-venom."

Peter felt his hopes rise. "And then we'll be able to fix everybody?"

Fury answered for Carol. "We hope."

Carol entered the room. Peter and Fury watched her from behind the glass, both silent, waiting to see if Silenzior would speak at all.

Without a word, Carol walked straight up to Silenzior and pressed the injector to his exposed arm. Peter could just see the slim vial fill up with blood. Carol didn't speak, and Silenzior didn't, either.

The whole process took only a minute. Carol came back out of the room and popped the glass vial out of the device. Glancing at Fury, she quirked an eyebrow. "Now the fun part begins."

Fury nodded. "Don't come back empty-handed. That's an order."

With a scoff, Carol feigned indignation. "Have I ever let you down?"

"First time for everything," Fury replied.

Carol smirked. "Not everything," she said. Her gaze slanted towards Peter, and she gave him a nod. "Good work today, Spider-Man."

Peter quickly snapped his eyes up to hers and pressed his lips into a pseudo-smile. "Yeah, you too."

She held up the vial like a casual wave. "See you in about three galaxies."

Turning, she left the room.

In the quiet that was left behind, Peter focused on the ground and cleared his throat. "Sir, HEL's still out there –"

"Damn right," Fury said, making Peter look up at him in surprise.

"You're part of the team now," Fury said. "Which means we call you when you are needed. _Which means_ you don't have to go sneaking around behind our backs anymore." He met Peter's eyes and raised his eyebrows. "Don't make me watch you, Parker. I'd like to think you're above that."

Pressing back a smile, Peter nodded once. "Yes, sir."

.

.

* * *

.

.

Out of the corner of his eye, Fury watched the kid.

Peter's arms were crossed over his chest, just like Fury's, and he stayed silent as he watched Silenzior beyond the soundproof glass.

Fury's eye went over Peter. The kid stood stock-still, his arms crossed, his back stiff. His gaze was locked on the scene beyond the glass, his jaw clenched in a firm line beneath a bruise darkening on his jaw.

For the briefest of seconds, Nick Fury could see the future; Peter Parker, _Spider-Man_, full-fledged hero. He could now see what Tony had seen years ago. It would take time to bring Parker up to Avenger level, that was certain, and a hell of a lot more training, but there was a glimmer. A _Something_. Fury used to have a pretty good eye for the Somethings.

Apparently, Tony did, too.

.

.

* * *

_._

_._

_._

_A/N: RoanokeWilde, in response to your review – you know what's weird? I'm not that much of a fan of Captain Marvel either. But I randomly had the idea to bring her into this story as another hero to help Peter, and she was accidentally perfect. In the midst of all the major masculine characters I already had in the story, I wanted a more "friendlike" dynamic for Peter to have with the hero I brought in._

_Thanks for taking the time to the review, I appreciate it! Thanks to citylily too._


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